HomeMy WebLinkAbout25D - AGMT RECORDKEEPING SVC 457 PLANREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JULY 17, 2018
TITLE:
APPROVE AN AGREEMENT WITH
PRUDENTIAL RETIREMENT INSURANCE AND
ANNUITY COMPANY FOR ADMINISTRATIVE,
RECORDKEEPING AND COMMUNICATION
SERVICES PERTAINING TO THE 457
DEFERRED COMPENSATION PLAN
(STRATEGIC PLAN NO. 7,4)
i
Cn MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on V Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
1) Authorize the City Manager and Clerk of the Council to execute an agreement with
Prudential Retirement Insurance and Annuity Company ('Prudential') for the
administrative, recordkeeping and communication services ("services") pertaining to the
457 Deferred Compensation Plan for an initial three-year term beginning October 1, 2018
through September 30, 2021, with a provision for a two-year extension exercisable by the
City Manager and the City Attorney, subject to non -substantive changes approved by the
City Manager and the City Attorney.
2) Authorize the City Manager and Clerk of the Council to execute the trust agreement with
Prudential Bank and Trust, FSB for trustee services related to the 457 Deferred
Compensation Plan for an initial three-year term beginning October 1, 2018 through
September 30, 2021, with a provision for a two-year extension exercisable by the City
Manager and the City Attorney, subject to non -substantive changes approved by the City
Manager and the City Attorney.
DISCUSSION
The City of Santa Ana offers full-time employees a 457 Deferred Compensation Plan ("plan" or
"457 plan"), which was established in 1973, with the adoption of City Resolution 7-21, along with
a corresponding US Internal Revenue Service approval. The plan is a voluntary deferral program
that is separate and distinct from the CaIPERS pension system. Specifically, the establishment of
this plan, pursuant to regulations in §457 of the Internal Revenue Code, provides participants an
opportunity to supplement their CaIPERS retirement by allowing them to defer a portion of their
own current earnings.
2513-1
Agreement with Prudential for Administration of
457 Deferred Compensation Plan
July 17, 2018
Page 2
Administration (Due Diligence)
Currently, the 457 Deferred Compensation Plan is administered through the Finance &
Management Services Agency. Management of the account consists of oversight by the Plan
Administrative and Investment Committee ("Committee"), which includes, but not limited to:
quarterly performance review of investments, analyzing the Plan's fund line-up, maintaining and
revising, when necessary, the Plan's Investment Policy Statement, and ensuring the Plan's cost
effectiveness. The Committee is comprised of the Executive Director of Finance, the Assistant
Finance Director, the Treasury Manager and a Budget Analyst.
The Committee utilizes a third party consultant, Benefits Financial Services Group ("BFSG") to
assist in reviewing investments, compliance and fund selection. BFSG assisted the City in the
development of the current RFP and evaluation of the pricing structure of proposals. As of June
30, 2018, the Plan holds $113.5 million in Plan Assets for 1,170 participants.
Request for Proposals
On December 19, 2017, the City Council authorized staff to issue a Request for Proposals
("RFP") for the administrative, recordkeeping and communication services, such as, providing the
investment platform, ensuring Plan compliance with federal regulations and offering various other
participant services (i.e., educational seminars, financial planning, on-site consultation & website
services). On February 28, 2018, an RFP (RFP No. 18-025) for the aforementioned services was
issued by BFSG.
Nine proposals were received and evaluated by the Committee, with assistance from BFSG.
Vendors were evaluated based on the following criteria:
1) Recordkeeping and Administration (15 pts);
2) Client & Participant Services (15 pts);
3) Communication & Education (25 pts);
4) Investment Platform (25 pts); and
5) Plan Provider Fees (20 pts);
Four finalists were selected. The finalists were invited to attend an in-person interview and
demonstration to provide an overview of more specific services, such as educational services,
website services, the proposed investment strategies and proposed plans to address the market
to book value for one of the Plan's investment option. The vendors were ranked accordingly, as
follows:
Rank
Firm
Comprehensive Analysis
out of 100points)
1
Prudential
92.1
2
Nationwide
84.1
3
Empower
83.5
4
MassMutual
79.3
25D-2
Agreement with Prudential for Administration of
457 Deferred Compensation Plan
July 17, 2018
Page 3
Prudential's proposal met the Committee's requirements and needs in all areas. The cost
structure presented by Prudential offers a cost effective platform for all participants, is consistent
with other vendors and provides the best value to the Plan. Prudential will provide an enhanced
participant experience through its emphasis on participant education and financial planning and
through its comprehensive and flexible investment options. In particular, Prudential presented a
more proactive approach to data analysis and participant engagement in comparison to other
vendors.
Additionally, Prudential will continue to support the Plan's open architecture investment platform
and will provide forty-eight educational days along with ten financial planning days per year. The
proposed agreement will allow for greater expansion of fund selection and flexible liquidity
restrictions while significantly reducing Plan Provider fees from 10 basis points to 4.9 basis points
or approximately 104% reduction in fees. Prudential will also provide participants with an asset
allocation model ("Goalmaker') at no cost and an on-site financial planner, which will assist
participants in determining investment options.
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #7 Team Santa Ana, Objective #4 (Establish
employee compensation that attracts and retains a highly qualified workforce).
FISCAL IMPACT
There is no fiscal impact associated with this action. All administrative fees pertaining to the
services will be borne by the plan participants. Internal Revenue Code permits administrative
reimbursement from plan assets, which will be utilized to offset fiduciary advisory, participant
education and staffing costs related to the management of the 457 Plan.
�(�ftcv�n�j�r� lel
Francisco Gutierrez
Executive Director
Finance and Management Services Agency
EXHIBITS: 1. 457 Services Agreement
2. Trust Agreement
3. Investment Agreement
AC
25D-3
25D-4
Prudential
SERVICES AGREEMENT
("Agreement")
Effective as of October 1, 2018
by and between
CITY OF SANTA ANA
("Plan Sponsor")
and
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
("Prudential")
on behalf of the
City of Santa Ana Deferred Compensation Plan
('Plan")
As used in this Agreement, "Plan Sponsor" shall also mean any agent, representative or designee the
Plan Sponsor authorizes to act for it with Prudential, and 'Prudential" shall also mean any agent,
designee or subcontractor Prudential authorizes to act for it. The Plan Sponsor agrees and
acknowledges that the services provided hereunder may be provided by or through affiliates or
subsidiaries of Prudential, including, but not limited to, Prudential Investment Management Services LLC
("PIMS").
A. Basic Understandings
The Plan Sponsor represents that:
• The Plan is or will be in existence at the time funds are deposited with Prudential;
• The Plan is intended to be an eligible deferred compensation plan described in Section 457(b)
of the Internal Revenue Code of 1986, as amended (the "Code") for a governmental employer
described in Section 457(e)(1)(A) of the Code;
• The Plan is funded by a related Trust (the 'Trust") which is intended to satisfy the requirements
of Section 457(g) of the Code; and
• It is authorized to execute this Agreement under the terms of the Plan.
Prudential represents that:
It will perform the Services (as defined herein) in accordance with its then current standard policies and
procedures, described in the Administration Section of your Implementation Workbook ("Administrative
Procedures'), as may be updated from time to time, and applicable law.
Exhibit 1
2501-5
Wrob Prudential
Mor
B. Nature of Services
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
1. Non -discretionary Services Only. The Plan Sponsor agrees and acknowledges that under this
Agreement, Prudential provides non -discretionary administrative services at the direction of the Plan
Sponsor, and may provide investment or other services as directed by the Plan Sponsor ("Services').
Plan Sponsor agrees and acknowledges it is responsible for obtaining the services of other service
providers necessary for the maintenance of the Plan, including but not limited to attorneys,
accountants, investment advisers and auditors.
In performing the Services, Plan Sponsor agrees and acknowledges that Prudential (i) does not
render investment advice, is not the Plan administrator, trustee or a Plan fiduciary, (ii) is not
recommending an action nor acting as an advisor to the Plan or Plan Sponsor and does not owe a
fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, and (iii) does not
provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan
dnu any uusi tar the Haan tine' i iusi ). Hiuueuual reseives the tight, wan wasunable nouce, to
decline to perform any service inconsistent with the previous sentence.
2. Reliance Upon Plan Sponsor Directions, Plan Data and Plan Document. All Services shall be
provided based on information supplied by the Plan Sponsor, a Plan participant, beneficiary of a Plan
participant or employee of the Plan Sponsor (collectively "Participant") (where the Plan provides for
Participant direction). The Plan Sponsor agrees and acknowledges it is solely responsible to timely
provide or confirm accurate, consistent and complete Plan data, Plan terms, and instructions in the
format specified by Prudential, which Prudential will rely upon to deliver its Services. Prudential shall
be under no obligation to perform any Services until it receives such information. For these purposes,
"Plan data" means all data and records supplied to Prudential, obtained by Prudential, or required to
perform the Services. Prudential shall provide Services in conformance with the terms of the most
recent signed Plan document provided to Prudential, including any amendments thereto or any
written explanations or interpretations of Plan terms provided by the Plan Sponsor. Any matters
requiring interpretation of Plan terms or the exercise of discretion will be submitted to the Plan
Sponsor for review and direction, and Prudential shall be under no obligation to take any further
action until it receives the requested direction from the Plan Sponsor.
Plan Sponsor agrees and acknowledges that Prudential's responsibilities under this Agreement will
be carried out solely with regard to the assets of the Plan and Plan Data maintained on Prudential's
recordkeeping systems. In performing the Services listed in Exhibit A, Prudential shall be under no
obligation to take into consideration assets and/or data maintained by other service providers of the
Plan, unless specifically agreed to in writing.
3. Reliance Upon Named Administrators and Trustees. The Plan Sponsor will provide names and other
information for persons authorized to take or direct actions for or provide and receive information on
behalf of the Plan and Trust. Prudential shall assume that those persons continue to be authorized
until notified otherwise. The Plan Sponsor is solely responsible for the direct or Indirect
consequences of actions or omissions resulting from instructions, confirmations, or approvals that
Prudential reasonably understands to be authorized.
4. Use of Agents or Subcontractors. Prudential may use agents or subcontractors to perform any of the
Services, but such use will not relieve Prudential of responsibility for proper provision of those
Services.
25D-6
VON Prudential
C. Compensation
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
1. Direct Fees. Prudential's fees for the Services will be set at 4.9% bps. The Plan Sponsor agrees the
Plan will be liable to pay Prudential directly for Services rendered in accordance with the approved
fee.
The Plan Sponsor agrees that all fees not deducted directly from Participant accounts will be paid by
the Plan within thirty (30) days of the date of an invoice timely presented, unless fees are paid within
that time by the Plan Sponsor. If the Plan Sponsor does not pay or direct Prudential to charge the
Plan for fees within thirty (30) days, the Plan Sponsor authorizes Prudential to collect direct fees from
the Plan's forfeiture account, if permitted by the Plan. If the amount in the forfeiture account is
Insufficient to pay all such fees, Prudential will present the Plan Sponsor with an invoice for the
unpaid balance, which shall be payable immediately upon receipt.
Hossioie tees to Pruoenuai and Aliwates. i tie Han 6ponsor acknowiedges inat Nruuenuai may ue
deemed to benefit from advisory and other fees paid to it or its affiliates for managing, selling, or
settling of the Prudential mutual funds and other investment products or securities offered by
Prudential or its affiliates, and further acknowledges that Prudential may benefit directly from the
difference between investment earnings of Prudential stable value funds and the amount credited to
deposits in those funds. Prudential may also benefit from broker-dealer or other entities' co-
sponsorship of Prudential conferences. In addition, the Plan Sponsor acknowledges that associated
persons of Prudential Retirement's affiliated broker-dealer receive greater compensation for client
assets allocated to proorietary investment options.
3. Compensation to Third Parties. Commissions ranging from 0.0% to 1.0% will be paid in connection
with deposits made to a group annuity contract issued by Prudential. The Plan Sponsor
acknowledges that the broker dealer selling the investment products and services to the Plan. If any,
may be compensated, directly or indirectly, by the principal underwriter of the mutual fund, by an
affiliate of the collective trust or by the executing broker dealer in connection with self-directed
brokerage accounts. Such compensation may include preferred provider payments, retail rollover
payments, payment of broker expenses in connection with Prudential training and educational
meetings or other variable payments.
4. Possible Additional Compensation/Loss. In certain circumstances (such as trading errors or delays),
market trades may occur at times when the share price of the trade is not the price assured to the
Plan and Participants. Prudential will net any pricing differences that occur and absorb any net loss
and retain any net gain that results; provided, however, that the Plan Sponsor will be responsible for
any net loss resulting from incorrect information it provides to Prudential, and Prudential will not
absorb any such loss. The Plan Sponsor agrees and acknowledges that Prudential will retain any net
gain that results as additional compensation for Services rendered. Additional information may be
found in the Disclosure section of your Implementation Workbook.
5. Float Earnings. Plan Sponsor agrees and acknowledges that Prudential may earn additional
compensation in the form of'Float" earnings on contributions and on distributions and loans.
Prudential describes this compensation in its written float policy located in the Disclosures section of
the Implementation Workbook.
6. Production of Documents. The charges under this Agreement do not include Prudential's fees, costs
and expenses, including legal expenses, associated with considering or responding to requests for
documents, providing testimony, or participating in legal or regulatory proceedings as a result of the
performance of the Services. Prudential shall invoice Plan Sponsor separately, and Plan Sponsor
agrees to reimburse Prudential for such reasonable fees, costs and expenses.
D. Amendment or Termination of Agreement; Successor Recordkeeper
3
25D-7
Services Agreement
WIN Prudential Provided by Prudential Retirement
Insurance and Annuity Company
1. Termination. Each party may terminate this Agreement upon sixty (60) days prior written notice to the
other. If any fees remain due at the time this Agreement is terminated, the Plan Sponsor directs
Prudential to deduct such amounts from assets of the Plan available for transfer to the successor
recordkeeper, unless the Plan Sponsor pays such fees before the scheduled transfer date. Such
amounts will be deducted as a lump sum from the assets available for transfer, and therefore will not
be allocated to individual Participant accounts.
In the event that the Plan Sponsor terminates this Agreement before commencement of Services for
any reason, the Plan Sponsor agrees to reimburse Prudential for any reasonable out-of-pocket
expenses which Prudential incurs in connection with the transition.
2. Successor Recordkeeoer. Payouts. The parties agree that upon termination Prudential will have no
further duty or responsibility to the Plan under this Agreement. However, Prudential will use
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in Prudential's standard format, to the Plan Sponsor or to a successor recordkeeper. Should the
termination of Services be concurrent with a termination of the Plan, Prudential will use reasonable
efforts to pay or roll over Participant accounts pursuant to the Plan Sponsor's and, as appropriate, the
Participants' instructions. Prudential reserves the right to suspend some or all types of Plan
transactions prior to transfer or payout for a period reasonably necessary to reconcile all account,
expense, and asset totals.
3. Related Terms and Conditions. Plan Sponsor agrees to the terms and conditions of a Participant's or
other party's use of Prudential's electronic service systems, including Interactive Voice Response
(IVR), Internet, or call center, provided Prudential notifies the user of such medium of the terms of its
use. Prudential agrees that the terms and conditions shall be reasonable and not inconsistent with
other provisions of this Agreement and Plan terms provided by authorized Plan representatives.
4. Amendment. The Agreement may be amended by mutual agreement at any time in writing.
Agreement by the Plan Sponsor to an amendment that would impact plans of a similar class on
Prudential's recordkeeping system may be presumed if Prudential communicates the amendment to
the Plan Sponsor at least ninety (90) days in advance of the effective date of the change in
conformance with the notice section of this Agreement, indicates its intention to presume agreement
to the amendment absent a response, and Prudential receives no response within a stated period or,
if none is stated, by the time the change is to be implemented.
Prudential's fees are subject to annual review by Prudential and may be changed effective after
ninety (90) days written notice to the Plan Sponsor. The fees will not be changed within the first sixty
(60) months following the Agreement's Effective Date, nor will it be changed more frequently than
once in any twelve (12) month period except by written agreement between Prudential and the Plan
Sponsor. Prudential reserves the right to amend the fees upon sixty (60) days written notice in the
event of a material change to the Plan, a difference in the expected versus actual conversion assets
received, a material reorganization or other extraordinary event, or from significant decline in assets,
contributions or number of participants.
E. Indemnification
1. Error Correction: Indemnification of Plan and Plan Soonsor. Prudential, subject to the terms of this
Agreement, agrees to pay costs associated with the correction of Prudential's administrative errors or
omissions in the performance of Services listed in Exhibit A hereunder to the extent of its negligence
or willful misconduct, provided that the Plan Sponsor agrees to a reasonable error correction method
within twenty (20) business days of receiving written notice of the proposed correction method.
25D-8
v Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
In addition, Prudential agrees to indemnify the Plan from every loss, claim, demand or suit arising
from any specific act of negligence or willful misconduct by Prudential in the performance of Services
listed in Exhibit A hereunder provided that any Participant or beneficiary who claims to have been
affected thereby makes a timely and proper claim under the benefit claims procedure of the Plan, if
applicable, and provided that any such claim is made by the Plan Sponsor, Participant or beneficiary
(a) sixty (60) days from the mailing of a trade confirmation, account statement, or any other
document, from which the error can be discovered, but in any event within (b) one year from the
transaction related to the purported error. Prudential, at its own expense, will defend, or at its option
settle, any formal demand or court proceeding that may be brought against the Plan, on any matter
covered by this indemnification, and will pay or reimburse the Plan for any judgment, settlement, and
any reasonable expenses of the proceeding that may be rendered against it with respect to any such
claim or demand, provided that the Plan Sponsor notifies Prudential in writing within twenty (20)
business days of receipt of such claim or demand and cooperates with Prudential in its defense.
Prudential's liability will be limited to actual damages and reasonable out-of-pocket legal fees and
2. Indemnification of Prudential. Plan Sponsor agrees to indemnify Prudential from every loss, claim,
demand or suit arising out of any action Prudential takes or omission Prudential allows under the
specific or assumed direction of the Plan Sponsor, to the extent that such loss, claim, demand or suit
is not the direct result of Prudential's own negligence or willful misconduct, provided that Prudential
notifies the Plan Sponsor in writing within twenty (20) business days of receipt of such claim or
demand. Prudential may, after notice to the Plan Sponsor, defend, or at its option settle, any formal
demand or court proceeding that may be asserted against it for any matter covered by this
indemnification. Plan Sponsor will, upon presentation of a reasonable accounting, pay or reimburse
Prudential for any judgment, settlement amount, and expenses of the proceeding, including
reasonable legal fees. Plan Sponsor may request to take over defense of a claim or court
proceeding, and Prudential will have no further liability for such matter except as specifically accepted
in writing by a Prudential corporate officer or legal counsel.
In addition, Plan Sponsor will, upon presentation of a reasonable accounting, pay or reimburse
Prudential for expenses, including but not limited to labor and production costs, related to Prudential's
response to subpoenas or other requests for documents issued by regulatory agencies, courts, or
other authorized parties in connection with Prudential's provision of Services under this Agreement.
F. Intellectual Property; Nondisclosure; Security
Intellectual Property. Nothing contained in this Agreement shall confer to Plan Sponsor any property
rights, proprietary interest, copyright or license in Prudential assets or technology, including, without
limitation, the software, written materials, screen formats, or report formats used or developed to
provide the Services. Plan Sponsor acknowledges that such assets and technology constitute
copyrighted material, trade secrets or proprietary information of substantial value to Prudential. Plan
Sponsor agrees it shall treat the foregoing as proprietary to Prudential and that it shall not divulge any
such proprietary information to any person or organization except as expressly permitted hereunder
or as required by law. Notwithstanding this provision, all Plan data, Participant data, Plan Sponsor
information and any other materials pertaining to the Plan provided to Prudential shall remain the
Plan Sponsor's property.
2. Non -disclosure. The parties understand that the performance of Services by Prudential will
necessitate the sharing of information, including that which relates to the Plan Sponsor, the Plan,
Participants, corporate -owned life insurance policies (if applicable), the format or content of
Prudential's reports and internet website, and the processes used by Prudential to perform its
Services, all of which is considered by the disclosing party to be confidential. Each party agrees not
to use any confidential information received from the other party or obtained in performance of this
Agreement, whether in writing or, orally, for any purpose except in connection with the Plan or in
2501-9
ww Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
furtherance of the Services. The parties hereto shall not include In any transmission of information
any proprietary or confidential data or information ("Proprietary Information") without clearly notifying
the receiving party of the proprietary or confidential nature of such communication. The receiving
party shall make reasonable efforts, to the extent allowed by law, to keep such Proprietary
Information confidential, and not to disclose such Proprietary Information to any third party without the
prior written consent of the disclosing party, except as otherwise permitted under this Agreement.
Such Proprietary Information shall be protected by the receiving party by utilizing the same or similar
security procedures as are used by the receiving party in protecting its own trade secrets and
confidential or proprietary information. The parties' obligation of nondisclosure shall terminate upon
the completion of any record retention requirements.
3. Exceptions to Non -disclosure. Notwithstanding any provision in this Agreement to the contrary, or of
any confidential or proprietary markings placed on any transmission of information, Prudential shall
not be prohibited from disclosing Proprietary Information (i) to officers or employees of Plan Sponsor
.. - he re-ulrcr! for �am;..�rb^rl,P j : r,: C"n^ .nh�Ca rn "'C Dlnn M% 1n nry
Participant's survivors or designated agent to the extent such information pertains to such Participant,
(Ili) where in furtherance of the Services under this Agreement, including without limitation in
accordance with Section 8(4) above, (iv) in accordance with Section G(8) below, or (v) as required by
court order, subpoena, document request or other legal process. The obligation to maintain the
confidentiality of Proprietary Information shall not apply to: (t) Proprietary Information that was in the
public domain prior to the receiving party's receipt or has subsequently become part of the public
domain through no action of the receiving party, (ii) Proprietary Information that was in the receiving
party's possession prior to its receipt and was not acquired directly or indirectly from the other party,
(iii) Proprietary Information that was received from a third party which the receiving party reasonably
believes has no obligation of confidentiality, or (iv) as required by law.
4. Security. Prudential will employ all commercially reasonable measures to ensure the confidentiality,
security, and privacy of information obtained by Prudential concerning the Plan Sponsor, the Plan
Sponsor's employees, the Plan, and Plan participants and beneficiaries. Without limiting the
generality of the foregoing, Prudential represents and warrants that it is, and will remain compliant
with applicable laws and/or regulations with respect to the privacy and security of customer
information, and that it has implemented and currently maintains an effective information security
program designed to protect Prudential's customer information, which program includes
administrative, technical, and physical safeguards that are designed:
a) to insure the security and confidentiality of customer information;
b) to protect against any anticipated threats or hazards to the security or integrity of such
customer information; and
c) to protect against unauthorized access to or use of customer information which could
result in substantial harm or inconvenience to Prudential's customers.
G. Miscellaneous
1. Duration. This Agreement will continue in effect for a period of three (3) years from the effective date
of this Agreement, unless sooner terminated in accordance with the provisions of this Agreement. In
addition, the Plan Sponsor may extend this Agreement for an additional two 2 year period. Until
terminated the Agreement shall bind all successors in interest of the parties, but cannot be
transferred or assigned to unaffiliated third parties without the consent of both the Plan Sponsor and
Prudential.
2. Entire Agreement. Unless otherwise provided herein, this Agreement, including the Exhibits,
attached hereto and the Administrative Procedures contains the entire Agreement among the parties
25D-10
Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
with respect to the subject matter described. Plan Sponsor acknowledges a copy of the current
Administrative Procedures was provided in the Implementation Workbook.
3. Passwords. In connection with electronic access to accounts and transactions, Participants will be
assigned (and the Participant may then change) a unique number, code or other sequence (a
'Password'). The Plan Sponsor acknowledges that Prudential will hold each Participant responsible
for the use and protection of the Password, and for monitoring their accounts. Plan Sponsor agrees
Prudential is not responsible for direct or indirect losses or damages arising from the unauthorized
use of a Password occurring before it is notified that a Password is compromised, unless such
unauthorized use is the result of Prudential's negligence or willful misconduct.
4. Notice of Errors. The Plan Sponsor agrees that all information supplied to the Plan Sponsor and
Participant will be deemed correct if notice of any error or discrepancy is not given to Prudential by
the Participant or the Plan Sponsor as soon as reasonably possible following identification of the error
or discrepancy, provided that Participants must notify Prudential of errors or discrepancies in a
quarterly statement no later than the time period specified in such statement.
5. Severability. If any term or provision of this Agreement or its application to any person or
circumstances will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, will not be affected. Each term and provision of this Agreement will be
valid and enforceable to the fullest extent permitted by law.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
California applicable to agreements made and to be performed entirely within California, except the
choice of law rules.
7. Notice Notices required under this Agreement shall be in writing and shall be addressed to the
appropriate party at the address set forth on the signature page or such other address as either party
may designate in writing to the other. All notices will be deemed to have been given three (3) days
after mailing in the U.S. mail, or immediately upon delivery in any form. The notice period may be
waived by the party entitled to the notice.
8. Forces Beyond Prudential's Control. Prudential will take commercially reasonable steps to prevent
and to recover from disruptive events that are beyond its control. However, Prudential shall not be
liable for any default or delay in the performance of Services if the default or delay is primarily
caused, directly or indirectly, by a force or party beyond the reasonable control of Prudential,
including (but not limited to):
(a) Fire, flood, elements of nature or other acts of God;
(b) Any outbreak or escalation of hostilities, war, riots or civil disorders in any country;
(c) Any act or omission of the other party or any governmental authority;
(d) Nonperformance of an unaffiliated third party; or
(e) Failures or fluctuations in telecommunications, power supply, mechanical difficulties with
information storage and retrieval systems, or other equipment.
9. Writing and Sionature: Electronic Transactions. Unless otherwise explicitly required by law, any
requirement for a writing (including an enrollment, exchange or distribution request, instruction, form,
administrative notices, or agreement) or a signature in this Agreement, or in the performance of
Services under it (collectively referred to as "Communications"), may be rendered in any form
(including electronic means) that: (i) can reasonably be expected to be accessible to the parties
needing to send or receive it, (ii) is convertible into an accurate physical record of the
Communication, and (iii) where appropriate, is designed to test or confirm the identity or authority of
the Communication's sender. Prudential reserves the right to specify the form in which
Communications re)a(ing ty,JPIBn P.perations are made, including limiting them to electronic means,
25D-11
mi Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
and will notify the Plan Sponsor and, if necessary, any affected Participants of the addresses,
telephone numbers, Internet addresses, etc. which may be used for these contacts. If the Plan uses
an individually designed non -Prudential plan document, the Plan Sponsor is responsible for assuring
that the Plan document does not bar electronic or other non-traditional means of recording and
authenticating actions in connection with Plan operations.
10. Prudential's E -Delivery Program at the Workolace. If the Plan Sponsor elects Prudential's E -Delivery
at the Workplace Program, the Plan Sponsor directs and authorizes Prudential to electronically
deliver certain documents to Participants, including Participant account statements, and may be
expanded over time to include other documents upon notification by Prudential.
Plan Sponsor acknowledges and represents as follows:
a. For each Participant for whom an e-mail address is provided to Prudential by the Plan
., 1 .U-
rL„-..,: �1, 4 C � �..iru�,. :;=_ :hC �C C"CC;Y: dy .,CGC.. �0.,.. n•G^„L fCL�'G�
electronic form at any location where the Participant is reasonably expected to perform his or
her duties as an employee, and (2) the Participant's access to the employers electronic
system is an integral part of his/her duties;
b. The Plan Sponsor will: (1) provide Prudential with a current and accurate list of email
addresses of Participants eligible to receive electronic delivery in accordance with paragraph
(a), and (2) notify Prudential within seven (7) days after any Participant described in
paragraph (a) above terminates employment or otherwise no longer satisfies the
requirements of paragraph (a) above.
Prudential acknowledges and represents as follows:
a. Prudential has electronic delivery protocols for the handling of undelivered or otherwise
invalid e-mail addresses;
b. Participants will be assigned a unique number, code or other sequence (a "Password") to
protect the confidentiality of the Participant's personal information in accordance with this
Agreement;
Upon the Participant's request, Prudential will deliver to the participant a paper version of the
electronic document at no charge.
Prudential may terminate this program at any time and neither party shall have any further
obligations. Upon termination of this program, documents will be delivered to Participants in
paper format and mailed to the US Mail address that Prudential has on file for the Participant
unless the applicable Participant has separately and independently consented to electronic
delivery.
11. ,Other Services. The Plan Sponsor agrees that from time to time Prudential and/or its affiliated
companies may provide both current and former employees of the Plan Sponsor, and Participants in
the Pian, with information on other products and services provided by Prudential. However,
Prudential shall not divulge any information regarding the current or former employees of the Plan
Sponsor, or Participants in the Plan, to any person outside the employ of Prudential without the
consent of the Plan Sponsor or unless legally required to do so.
Prudential and/or its affiliates may provide additional services to the Plan as may be separately
agreed upon with the Plan Sponsor.
12. Independence of Plan Signatory. Plan Sponsor confirms that the person signing the Agreement on
behalf of the Plan (the "signer") is "independent," within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), such that, to the best of its knowledge, the
`signer will not receive commissions or other consideration directly or indirectly from Prudet'itital11:11i�u" k"
25D-12
(6 Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
Affiliates, from the Selling Broker or its Affiliates or from the Registered Representative or from
Relatives of the signatory. For purposes of this section, an "Affiliate" of an entity is (i) a partner,
director, officer or employee of such entity or (ii) another entity controlled by or under common control
with such entity and a "Relative" of an individual is the individual's ancestor, spouse, brother, sister,
spouse of a brother or sister, direct descendent (including adopted persons) or spouse of a direct
descendent.
13. Market Timing/Excessive Trading Monitoring Program. Plan Sponsor agrees that Participant
transactions will be subject to Prudential's Market Timing/Excessive Trading Program, as described in
the Disclosures section of the Implementation Workbook.
14. Records Retention. After the termination of the Agreement, Prudential will retain all books and
records in its possession, whether in hard copy or in an electronic format, relating to the Plan for such
period as required by law and its Records Management Program. Prudential will cooperate in
= r:ar, .1poni,..
copies of materials in its possession upon request and at the Plan Sponsor's expense.
15. Audits. The Plan Sponsor shall have the right to conduct an audit of Prudential's performance of the
Services, including through the inspection of Prudential's records and information maintained in
connection therewith, and Prudential agrees to reasonably cooperate with such audit; provided that (i)
Prudential receive written notice setting forth the anticipated objectives, scope, procedures and
information and records required relating to the audit no less than thirty (30) days, (ii) such audits may
not be conducted more frequently than once per Plan Year without Prudential's written consent, and
(iii) the Plan Sponsor will reimburse Prudential for the expenses and costs it incurs in providing such
cooperation. Prudential agrees to reasonably cooperate with any audit relating to the Plan conducted
by applicable regulatory agencies.
16. Insurance. Prudential shall at all times during the term of this Agreement, at its own cost and
expense, carry and maintain commercially reasonable insurance coverage, including the insurance
policies listed below.
• Worker's Compensation and Employer's Liability insurance, with statutory limits for workers'
compensation and Employer's Liability limits of $1,000,000 per accident.
• Commercial General Liability insurance, insuring against claims for bodily injury, property
damage, completed operations and contractual liability with a limit of $1,000,000 per
occurrence and $2,000,000 in the aggregate.
• Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles
used in the performance of this Agreement with a combined single limit of $1,000,000.
• Casualty Umbrella or Excess Liability follow -form insurance in the amount of $5,000,000.
• Professional Liability or Errors & Omissions insurance with limits of at least $5,000,000 each
claim or wrongful act with a $250,000,000 deductible.
• Fidelity Bond or Comprehensive Crime insurance covering employee dishonesty with limits
of at least $5,000,000 each claim with a $250,000,000 deductible.
• Cyber Risk or Privacy Liability insurance with limits of at least $5,000,000 each claim or
wrongful act with a $250,000,000 deductible.
Prudential will be solely responsible to pay and determine the deductibles on these insurance
policies, which will be;issued-by insurance carriers with an A.M. Best rating of A- or better. In the
25D-13
WV Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
event that any of the above-described insurance policies are written on a claims -made basis, then
such policy or policies shall be maintained during the entire period of the Agreement and for a
period of two (2) years following the termination or expiration of the Agreement.
Prudential will provide reasonable notice of any material adverse change or cancellation of the
above-described insurance coverage. Authorizing Plan Fiduciary shall be included as an
additional insured on the above -referenced policies. Certificates of insurance matching the terms
of this § 9 will be provided upon Authorizing Plan Fiduciary's reasonable written request. This § 9
does not limit or expand Prudential's indemnification obligations.
10
25D-14
Prudential
NEW
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
The persons signing below affirm that they are authorized to act on behalf of the parties to this
Agreement and that the parties agree to be bound by the terms of this Agreement.
CITY OF SANTA ANA:
$ea Artarha.l Cionao_ t,irr Page
Name
Authorized Signature
Title
PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY:
Name
Authorized Signature
Date Signed Date Signed
Address for Notice: Address for Notice:
City of Santa An Prudential Retirement
20 Civic Center Plaza 30 Scranton Office Park
Santa Ana. CA 92701 Scranton, PA 18507
Attention: Human Resources Attention: Key Accounts
a.=.S�'V N� LIe4n
25D-15
11
ATTEST:
MARIA HUIZAR
Clerk of the Council
CITY OF SANTA ANA
RAUL GODINEZ, II
City Manager
APPROVED AS TO FORM:
z)UMA t(. l,Ai<'VALHU
City Attorney
ByjG2l-►Iw k • �c 1J1
Laura A. Rossini
Senior Assistant City Attorney
FOR APPROVAL:
FRANCISCO GUTIERREZ
Executive Director of Finance and Management Agency
25D-16
mi Prudential
Section 1.
EXHIBIT A
CORE SERVICES
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
The Services listed below are available to your Plan and will be administered in accordance with the
Administrative Procedures and, if applicable, the Plan Sponsor elections set forth below. Some Services
are dependent upon receipt of all required data in a manner acceptable to Prudential.
A. ADMINISTRATIVE & RECORDKEEPING SUPPORT
TRANSITION MANAGEMENT
• Transition Manager assigned to provide daily support to facilitate the transition of your Plan to
Prudential
• Participant communications, featuring company name, logo and market -specific images, to inform
of transition related information and events. Preferred method of delivery is E -Delivery to the
Plan Sponsor, however, home mailing of material to Plan Participants is available.
• Mapping of existing Plan document to Prudential's specimen document.
• PLAN -SPECIFIC TRANSITION WEB PAGE to keep employees Informed of Important information
regarding the conversion of your Plan to Prudential.
RELATIONSHIP MANAGEMENT whereby a Prudential associate will be assigned to provide ongoing
support following the transition of your Plan to Prudential.
MAINTENANCE OF PLAN RECORDS AND TRANSACTION PROCESSING:
Prudential will provide the following services, if applicable, to your Plan:
• Ongoing maintenance of Plan and Participant accounts and records.
• Contribution processing and pricing (e.g. employee and employer contributions, and loan
repayments) via Prudential's standard automated applications.
• Automated Clearing House contribution funding, upon receiving a contribution file in good order,
Prudential will debit the designated account for the required amount to fund the contribution.
• Distribution Transaction Processing (see Plan Sponsor Elections below):
Fully automated transactions: Paperless (i.e. web or IVR initiated) participant transactions
approved by Prudential's systems per the established plan rules and data received from
the Plan Sponsor.
Sponsor Approved transactions: Paperless (i.e. web or IVR initiated) participant
transactions approved by the Plan Sponsor via automated methods.
• Direct Service Option (DSO). If agreed to by the Plan Sponsor, Prudential will provide
administrative services with respect to Participants no longer employed by the Plan Sponsor who
elect or are deemed to elect to retain their account balances in the Plan. By electing this service
the Sponsor agrees that Prudential may charge expenses associated with distribution and
administration (as applicable) directly to each terminated Participant's account
• Loan Services including loan rate monitoring (see Plan Sponsor Elections below), loan default
notification services, refinancing, loan services for terminated Participants no longer submitting
loan repayments via automated remittance methods. If agreed to by the Plan Sponsor, Prudential
will accept loan repayments from Participants via the Automated Clearing House ("ACH')
network.
• Participant address changes (see Plan Sponsor Elections below).
• Collection of participant deferral rate changes (see Plan Sponsor Elections below).
• Online beneficiary designation and maintenance.
12
2501-17
A, Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
• Eligibility determination and vesting calculations for Plans with immediate, elapsed time,
anniversary with hours counting or anniversary with hours counting and change to plan year
eligibility methods. A Plan entry notification report will be posted to the Plan Sponsor Website
prior to a newly eligible employee's earliest plan entry date. (See Plan Sponsor Elections below).
• Prudential will provide standard Plan information materials to participants and will accept and
record resulting participant enrollment information. If permitted by the Plan, Prudential will accept
and record enrollment information prior to their eligibility date.
• Prudential will verify that requested rollovers into the Plan can be accepted according to the plan
provisions and applicable law.
• Automated cashouls of small balance accounts upon separation from service, either via direct
rollover or check to Participant.
• Required Minimum Distributions (RMD) support, includes annual Sponsor report identifying
Participants attaining age 70 %, notification to affected Participants, processing of resulting
transactions, and support of a default process for non respondent Participants.
TRUSTEE SERVICES, Prudential Bank & Trust Services, directed trustee services as defined in the
separately executed trust agreement.
QUARTERLY PARTICIPANT EDUCATION PROGRAM, a communication & education strategy
supporting transition and the essential elements of retirement planning (i.e. enrollment, increasing
participation, asset allocation, withdrawal strategy and consolidation). Delivery methods include direct
mail campaigns, webinars, podcasts and e -articles.
PLAN SPONSOR WEBSITE (PSW), with unlimited access to:
• Plan Information
• Participant Information
• Investment Information and Performance
• Library of easy -to -access reports
• Resource center with pension -related information and links to related websites
PLAN REPORTING, including:
• Annual Plan Summary including information on the overall retirement market environment, a
"scorecard" that measures results achieved in the past year, current initiatives underway, and
considerations for future business planning.
• Semi-annual Plan Summary -Enhanced, which contains statistics on Plan demographics, asset
allocation, Participant behavior and results of implementation of key Plan features/products.
• Required Disclosure Information.
• GASB 40 reporting for Governmental clients, which is a financial report that details the key
financial risks of funds within the plan, including interest rate risk, credit risk, and foreign currency
risk.
• Plan Sponsor Website Reporting
• Investment Performance Grids: Plan specific performance report, provided on a quarterly basis,
that details performance of client funds next to all funds on platform.
STANDARD FEE PROCESSING via quarterly invoices to the Plan Sponsor, quarterly per Participant
deductions and/or ongoing deduction of transaction based Participant fees. Any applicable per
Participant fees are calculated on a per capita basis and applied to all Participants with a balance at the
time of the fee processing.
PARTICIPANT ENGAGEMENT SUPPORT:
• Toll-free phone access to Participant phone representatives, for ongoing account information and
retirement planning support.
• Multi-lingual phone services & Telecommunications Device for the Deaf (TDD)
13
25D-18
Mw Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
• Interactive Voice Response (IVR) System
• Participant Website, including a tool to monitor progress toward retirement readiness.
• Online transaction processing, as allowed by the Plan Sponsor
• Online beneficiary designation and maintenance
• Enrollment materials, which may be delivered via hard -copy bulk -shipment or electronically
delivered to Participants (through the electronic -enrollment program, if selected).
• On-site retirement & financial literacy meetings
• Education campaigns, webinars, online articles
• Unlimited access to self -serve tools, including an online retirement income calculator, retirement
education & planning tools and articles.
• Quarterly Participant account statements which summarize Participant account information,
Participant transaction activity, and Plan investment performance.
• "Off the Shelf' communication pieces are available upon request (bulk shipped to the plan
sponsor.)
GOVERNMENT TAX WITHHOLDING AND REPORTING (e.g. Form 945, Form 1099-R)
LEGISLATIVE AND REGULATORY SUPPORT to help you stay informed of changes, including:
• Communications and articles describing changes impacting retirement plans.
• Online access to Plan compliance tools, pension information & links to related -topic sites.
• A checklist to support compliance with Plan reporting and disclosure requirements.
• Plan Audit Support, including Prudential Retirement SSAE16, Auditor's Corner, Plan & Participant
Information self service requests, as well as the following other requests: loan & disbursement
forms and check copies. Plan Audit Support is available for a two year period (past two plans
years are Included on the web only). Audits for plan years outside this range may be subject to
Additional Audit Support fees.
PLAN DESIGN AND DOCUMENT SUPPORT including:
• General support on inquiries related to plan design/definitions/interpretations for Prudential's
specimen documents.
• Plan amendments and/or restatements, based upon either regulatory or legislative changes or
changes initiated by Prudential for Plans using Prudential's specimen document.
14
2501-19
Woo Prudential
B. INVESTMENT ADMINISTRATION
Prudential will provide the following deliverables.
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
STANDARD INVESTMENT POLICY STATEMENT (IPS), a template which outlines the underlying
philosophies and processes for the selection, monitoring and evaluation of the investment options utilized
by the Plan.
INVESTMENT PERFORMANCE INFORMATION, which includes fund prices, fund performance and
benchmarking data.
INVESTMENT FACT SHEET INFORMATION available through the plan sponsor and participant
websites.
QUARTERLY INVESTMENT MONITOR, a document which includes a breakdown of Plan assets by
investment, investment performance, market commentary, and additional investment considerations.
W
25D-20
Services Agreement
MW Prudential Provided by Prudential Retirement
Insurance and Annuity Company
Section 2. ELECTION OF ENHANCED SERVICES
The following optional Services have been elected by the Plan Sponsor. The Services will be
administered in accordance with the Administrative Procedures. Some Services are dependent upon
receipt of all required data in a manner acceptable to Prudential.
A. ADMINISTRATIVE & RECORDKEEPING SUPPORT
THE INDUSTRY TREND REPORT, which compares industry data, including statistics on various plan
features, services and Participant behaviors to your Plan.
AD-HOC REPORTING, to provide plan data and/or analysis through a specialized report, exhibit, or
data table that is not available through other plan administrative reports.
PARTICIPANT SUPPORT:
AGREED UPON NUMBER OF ADDITIONAL INSTRUCTOR -LED PARTICIPANT EDUCATION
WEBINARS.
CUSTOM COMMUNICATIONS which includes support by a communications strategist who will develop
and implement a Plan -specific communication strategy. Additional services may include onsite meetings,
custom websites or custom campaigns. Additional costs will apply to the actual services and tools
identified in the custom strategy.
PLAN DOCUMENT SERVICES:
DISCRETIONARY PLAN AMENDMENTS AND RESTATEMENTS, for Plan Sponsor-
initiated/discretionary changes using Prudential's specimen document.
CONSULTING SERVICES, Plan -specific guidance and consultation on a series of complex topics,
including but not limited to merger & acquisition, Plan design & analysis, DOL/IRS correction programs,
fiduciary responsibilities and 404(c) compliance. Projects requiring a formal proposal will include a
statement of work and estimate of the charges, delivered prior to the commencement of the work.
B. INVESTMENT ADMINISTRATION
INVESTMENT COMMITTEE MEETING SUPPORT delivered via phone.
W
25D-21
1 Services Agreement
T PrudentialProvided by Prudential Retirement
Insurance and Annuity Company
PLAN SPONSOR ELECTIONS
(Eff. 10/1/2018)
The Plan Sponsor has elected the following services, options or frequencies for administration of the
Services noted.
PRUDENTIAL'S E -DELIVERY PROGRAM AT THE WORKPLACE
Yes ® No ❑
DISTRIBUTION TRANSACTION PROCESSING
®i ui�j uu.�ii 4l utC.J aul,Jui.l,iuiiv
®Sponsor Approved transactions
PARTICIPANT TRANSACTIONS via non-core initiation and approval methods. Transactions will be
reviewed and approved based on the agreed upon criteria in the Administrative Procedures and the Plan
Sponsor Elections above.
Transaction
Initiation
A roval
In -Service Withdrawals
Paperless
Prudential
Event Distributions (i.e. termination,
retirement disability)
Paperless
Prudential
Participant Loans
Paperless
Prudential
Qualified Domestic Relations Orders
Paper
only
Prudential
Distributions Due to Death
Paper
only
Prudential
AUTOMATIC ENROLLMENT
CONTRIBUTION ACCELERATOR
® Opt In
❑ Opt Out
INVOLUNTARY DISTRIBUTIONS
LOAN RATE MONITORING — LOAN INTEREST RATES
Per the Plan's loan policy Prudential will apply and monitor the interest rates noted below:
General Purpose Loans: Prime + 2 % Primary Residence Loans: Prime + 2 %
LOAN REPAYMENTS VIA AUTOMATED CLEARING HOUSE (ACH)
Active Participants
Plan Sponsor authorizes Prudential to establish loan repayments by Participants through the Automated
Clearing House network through a separate agreement with, and instructions from, each applicable Plan
Participant.
❑ ACH or Coupon (only allowed if Payroll Deduction is NOT offered)
❑ ACH Only (only allowed if Payroll Deduction is NOT offered)
17
25D-22
Services Agreement
Prudential Provided by Prudential Retirement
Insurance and Annuity Company
Terminated Participants
Plan Sponsor authorizes Prudential to establish loan repayments by Participants through the Automated
Clearing House network through a separate agreement with, and instructions from, each applicable Plan
Participant.
❑ Convert to ACH
❑ Convert to ACH or Coupon
Note: For either active or terminated participants, loan conversion from Payroll Deduction or ACH to
Coupon could result in a participant fee.
LEAVE OF ABSENCE - LOAN SUSPENSIONS AND REAMORTIZATIONS
❑ The Plan will allow the original term of the loan to be extended for the period of leave if the original
In n n�m In Ince fl��n fvo ,pnrs
❑ The Plan will not allow the original term of the loan to be extended for the period of leave if the original
loan tens is less than five years.
PARTICIPANT ADDRESS CHANGES will be accepted from:
❑ Plan Sponsor and/or
❑ terminated Participants and beneficiaries
PARTICIPANT DEFERRAL RATE CHANGES
Frequency at which Prudential will report changes Prudential receives from Participants to the Plan
Sponsor:
❑ Daily
❑ Weekly
❑ Bi -Weekly
❑ Information available on Plan Sponsor website
ELIGIBILITY — PLAN ENTRY
Prudential will post a plan entry notification report to the Plan Sponsor Website, as follows:
❑ 30 days prior to the employee's earliest plan entry date
❑ 45 days prior to the employee's earliest plan entry date
❑ 60 days prior to the employee's earliest plan entry date
❑ Report not provided
18
25D-23
Services Agreement
Wlb Prudential Provided by Prudential Retirement
Insurance and Annuity Company
EXHIBIT B
Confidentiality, Privacy, and Information Security
A. Personal Information
"Personal Information" means information provided by or on behalf of the Plan, Plan Sponsor or Plan
Participants, or their agents to Prudential or its agents in the course of Prudential's performance of the
Services under this Agreement that:
a) identifies an individual (by name, signature, address, telephone number or other unique
identifier), or
b) can be used to identify or authenticate an individual.
Personal Information includes (i) an individual's government -issued identification number (including
social security number, drivers license number or stale -issued identified number); and (ii) financial
account number in combination with any required security code, access code, personal identification
number or password, that would permit access to an individual's financial account.
B. Confidentiality
Prudential agrees to keep and maintain all Personal Information in strict confidence, using an
appropriate degree of care to avoid unauthorized use or disclosure.
Prudential may disclose Personal Information to its employees (individually an "Employee" and
collectively, 'Employees") having a need to know this information in connection with the performance
of the Services for Plan Sponsor. Prudential may also disclose Personal Information to its affiliates and
its subcontractors having a need to know this information in connection with the performance of
Services for Plan Sponsor. Prudential shall instruct all Employees, affiliates and subcontractors of their
obligations under this Agreement.
If Prudential receives any order, demand, warrant, or any other document requesting or purporting to
compel the production of Personal Information under applicable law (including, for example, by oral
questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil
Investigative demands or other similar processes), Prudential shall notify Plan Sponsor in writing
(except to the extent otherwise prohibited by applicable law).
C. Destruction and Retention of Personal Information
Upon the earlier of (i) the completion of an engagement or termination of this Agreement; (ii) a
determination that it has no need for Personal Information; or (iii) at any time Plan Sponsor requests,
Prudential shall dispose of all records, electronic or otherwise regarding or including any Personal
Information that Prudential may then possess or control by destroying them pursuant to Prudential's
written policy governing records destruction. Notwithstanding the foregoing, Prudential will not be
obligated to destroy Personal Information (i) it is required by law or regulation to retain, but then only
for the time period required, (ii) is commingled with other information or documents of Prudential if it
would pose an administrative burden to destroy such Personal Information, or (iii) if the Personal
Information is contained in an archived computer system or back-up in accordance with its standard
security policy. Such Personal Information will be retained in accordance with the requirements of this
Agreement.
19
25D-24
Prudential
D. Information Security Program
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
Prudential states that (i) its treatment of Personal Information is in compliance with applicable laws and
regulations with respect to privacy and data security, and (ii) it has implemented and currently maintains
an effective written information security program including administrative, technical, and physical
safeguards and other security measures necessary to (a) ensure the security and personality of
Personal Information; (b) protect against any foreseeable threats or hazards to the security or integrity
of Personal Information; and (c) protect against unauthorized access to, destruction, modification,
disclosure or use of Personal Information that could result in substantial harm or inconvenience to Plan
Sponsor, or to any person who may be identified by Personal Information. Without limiting Prudential's
obligations under this exhibit, Prudential shall protect and maintain the confidentiality and security of
any Personal Information provided to or created by Prudential related to the Services by or on behalf
of Plan Sponsor in the manner provided for under, and otherwise in compliance with any applicable
domestic laws, regulations, and rules related to the collection, storage, handling, processing, and
b� ren• n� Pn.r J.n�l Ln Fn•m Blinn ,CI[.1{nn inf�.m �lir.n rCcn^. n.rJinr in�n•irV,,nlr
E. Remediation
Prudential shall notify Plan Sponsor, without unreasonable delay, upon confirming that an unauthorized
access or disclosure, unauthorized, unlawful or accidental loss, misuse, destruction, acquisition of, or
damage to Personal Information while under the responsibility or in the possession of Prudential (a
"Security Incident) has occurred. Thereafter, Prudential shall;
a) promptly furnish to Plan Sponsor details of the Security Incident;
b) conduct an investigation into the Security Incident;
c) take appropriate action to prevent a recurrence of any Security Incident;
d) determine whether notice is to be provided to any individuals, regulators, consumer reporting
agencies, or others under applicable law or regulation;
e) draft the contents of each such notice; and
f) offer remediation to affected persons consisting of two years of credit monitoring services if
such Security Incident poses a significant risk of identity theft and is required by law or
regulation. Any such notice or remediation shall be at Prudential's sole cost and expense.
20
2501-25
MW Prudential
EXHIBIT C
Plan Administrative Expenses
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
Prudential agrees to make payments ("Allowance") to or on behalf of the Plan in order to pay its reasonable
and actually incurred Plan administration expenses. Prudential will make payment to the Plan as more fully
provided below:
• Source of Payment. The source of funds for the payment is corporate assets of Prudential
and/or its subsidiaries and affiliates. The Plan Sponsor acknowledges that Prudential is the
owner of funds used for the payment until Prudential transfers such funds to the Plan Trust.
• Amount. Allowance will be paid to the Plan in periodic installments of an annual amount as set
forth below:
• Flat Dollar Amount. $5,000 for the plan year in which Prudential commenced services
to the Plan and $5,000 for each calendar year thereafter. The Allowance will be paid in
quarterly installments. Payments other than annual will be calculated by dividing the
annual amount by4.
• Additional Amount. Allowance may be made available to the Plan as a result of service
shortfalls as described in Exhibit D of this Agreement.
• Plan Expense Account. Prudential will establish an account for the Plan Trust on
Prudential's recordkeeping system. Prudential will deposit payments of the Allowance into
this account at the frequency defined above and invest them in a stable value investment
under the Plan, unless another investment option is selected by the Plan Sponsor until such
time that the Plan Sponsor provides direction to Prudential regarding the disposition or re-
investment of these funds.
• Reporting. Prudential will provide periodic reports to the Plan Sponsor that show payments by
Prudential to the Plan Trust under this arrangement.
• Amendment of Arrangement. This payment arrangement may be amended at any time in
writing. Agreement by the Plan Sponsor to an amendment may be presumed if Prudential
communicates the amendment to the Plan Sponsor in advance of the effective date of the
change, indicates its intention to presume agreement to the amendment absent a response,
and Prudential receives no response within a stated period or, if none is stated, by the time
the change is to be implemented. In particular (and not by way of limitation), Prudential
reserves the right to amend this arrangement in the event of a material change to the Plan or
a difference in the expected versus actual conversion assets.
• Termination of Arrangement. Each party may terminate this payment arrangement for any
reason upon thirty (30) days prior written notice to the other. In particular (and not by way of
limitation), Prudential reserves the right to terminate this arrangement in the event of a
material change to the Plan or a difference in the expected versus actual conversion assets,
or upon Prudential's conclusion that payments violate applicable law. Generally, allowances
are made available upon conclusion of the payment period.
Plan Sponsor agrees, represents and warrants to Prudential:
21
2501-26
Prudential
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
• All instructions received pursuant to this provision will be submitted by persons authorized to
act on behalf of the Plan and Prudential may rely upon those instructions as being genuine
and duly authorized;
• The Plan document and any applicable Trust documents permit the Plan to make payment of
administrative expenses from Plan assets;
• This Allowance is permissible under both the Plan documents and any laws applicable to the
Plan;
• All amounts paid pursuant to these provisions will be used solely for Plan administrative
expenses that are reasonable and necessary to the Plan;
• Plan Sponsor will indemnify and hold Prudential harmless to the extent that there is a breach
iii oily ui UlG ItNi wcllla'u UI1J WlllaillcU IlCltitli, JVil Rlri uauJw h IJUt)i,llal iti bul;w aiiy
expense or damage as a result; and
• Plan Sponsor has discussed this arrangement with its legal counsel to the extent it deems
appropriate.
22
25D-27
vArm Prudential
EXHIBIT D
Performance Standards
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
Prudential and the Plan Sponsor hereby agree to the performance standards set forth below. Such
standards shall apply to the plan recordkeeping and other administrative services Prudential is providing
on behalf of the Plan.
Total dollars at risk each calendar year will be capped at $7,000, in the aggregate, for shortfalls related to
services Prudential provides on behalf of the Plan.
In the event that Prudential fails to meet a performance standard with respect to an ongoing service for
any quarter (as set forth in this Exhibit), Prudential shall make reasonable efforts to rectify the situation
and celiver against met stanaarc in the next quarter. In the event that Pruoenual tans to improve its
performance regarding the previously identified service within the next calendar quarter, Prudential will
provide a "Reimbursement Amount" as described in this Exhibit in the subsequent quarter. In the event a
Reimbursement Amount is due under this paragraph, that amount shall be (i) applied against the Plan's
administrative expenses otherwise due to Prudential under this Agreement, or (ii) credited toward
additional administrative services to be provided by Prudential to the Plan, or (iii) made available to the
Plan to pay reasonable and actually incurred Plan administrative expenses in accordance with the terms
outlined in Exhibit C of this Agreement.
Service Description
Service Standard
Reimbursement amount
Participant Services
Participant Service Representatives Available
$224
Phone Response
Monday Through Friday 8 am to 9 pm
Time
ET(Excluding Holidays). Scheduled days before
or after holidays the participant service center
will close at 5:00 PM ET. 80% of calls answered
within 20 seconds for live operator, and an
abandonment rate of less than 2%. If call
volumes exceed 10% of normal or budgeted
volumes the month would be excluded.
Quarterly Statement
98% mailed or posted to the website within ten
$222
Delivery
(10) business days after quarter close.
Dependency: Receipt of all necessary
information (example, message approval) from
the City of Santa Ana 3 weeks prior to the end of
the quarter for which the statement period is
applicable.
Loan initiations
99 % of loans processed within 2 business days
$222
provided the request is received in good order
by 4 p.m. ET (2 p.m. ET for transactions
involving com any stock).
Withdrawals,
99 % of withdrawals processed within 2
$222
Unforeseen
business days provided the request is received
Emergency
in good order by 4 p.m. ET (2 p.m. ET for plans
Withdrawals,
with company stock).
Rollovers out
23
25D-28
A Prudential
--Row-
Services Agreement
Provided by PrudentiallRetirement
Insurance and Annuity Company
Contribution posting
Prudential will post 99% of contributions and
$222
repayments to participant accounts within one
(1) business day of receipt of good order
request.
Plan Sponsor reports
Data for the preceding quarter is available on
$222
the plan sponsor website within 10 business
days after the quarter end. Plan sponsors can
create customized, ad hoc reports via the Online
Retirement Center for Plan Sponsors website.
This website enables you to select from a wide
range of data fields to include in your report, and
to submit the report request instantly. The Plan
Cnnncnr ran glen olP.rf In rorai„n an n_m8il
notification when the report is ready, typically
within 24 hours.
Participant
80 percent rating of Satisfied to Highly Satisfied
$222
Satisfaction
on a 4 point scale
Participant Level
99% of fund transfers are processed the same
$222
Investment Transfers
day if initiated by 4 p.m. ET (2 p.m. ET for
transactions involving company stock)
In the event that Prudential fails to meet a performance standard with respect to a one-time or annual
based service (as set forth in this Exhibit), Prudential will provide a "Reimbursement Amount" as
described in this Exhibit in the quarter following the failure to provide the guaranteed service standard.
In the event a Reimbursement Amount is due under this paragraph, that amount shall be (i) applied
against the Plan's administrative expenses otherwise due to Prudential under this Agreement, or (ii)
credited toward additional administrative services to be provided by Prudential to the Plan, or (iii) made
available to the Plan to pay reasonable and actually incurred Plan administrative expenses in accordance
with the terms outlined in Exhibit C of this Agreement.
Transition Our conversion approach focuses on partnering $5000
Deliverables with you to develop a customized strategy to
minimize service interruption while proactively
managing and executing the conversion project.
When the final participant data is received from
the prior record keeper, account balances are
reconciled and established on Prudential's
system within three business days. We commit
to having your plan transitioned according to the
overall conversion schedule established with
City of Santa Ana at the outset of the transition.
The overall schedule will be created based on
the needs of the City of Santa Ana. If we fail to
complete the overall transition within the
timeframes established, we will reimburse the
City of Santa Ana Deferred Compensation Plan,
provided that all transition stakeholders meet
24
2501-29
MID Prudential,
Services Agreement
Provided by Prudential Retirement
Insurance and Annuity Company
25
25D-30
their commitments to the schedule and that all
necessary account information is provided in
good order.
Annual plan report to
Financial reports will be made available on the
$222
client
plans sponsor website within 120 days of plan
yearend.
25
25D-30
Prudential
RNOW
PUT Trust Agreement
Trust Agreement provided by
Prudential Bank & Trust, FSB
TRUSTAGREEMENT
(GOVERNMENTAL)
Establishing
the
CITY OF SANTA ANA DEFERRED COMPENSATION PLAN TRUST
by and between
CITY OF SANTA ANA
and
PRUDENTIAL BANK & TRUST, FSB
Exhibit 2
2501-31
Prudential
PBBT Trust Agreement
TABLE OF CONTENTS
Section 1
Establishment of Trust
Section 2
General Duties of the Employer; Indemnification
Section 3
Appointment and Duties of Investment Manager
Section 4
General Duties of Trustee
Section 5
Power and Duties of Trustee with Respect to Trust Fund
Section 6
Payment of Taxes
Section 7
Disbursement of Trust Funds
Section 8
Expenses and Compensation of Trustee
Section 9
Expenses of the Plan and Trust Fund
Section 10
Accounts of the Trustee
Section 11
Resignation, Removal and Substitution of Trustee
Section 12
Amendment and Termination of Trust
Section 13
Miscellaneous Provisions
E
25D-32
PBBT Trust Agreement
Prudential
THIS TRUST AGREEMENT is made by and between City of Santa Ana (hereinafter called the "Employer"),
and Prudential Bank $ Trust, FSB, a federal savings bank with its principal office and place of business in
the City of Hartford, Connecticut (hereinafter called the "Trustee").
WITNESSETH:
WHEREAS, the Employer has established or adopted for its eligible employees the City of Santa Ana
Deferred Compensation Plan Trust (hereinafter called the "Plan") and serves as the Plan administrator and
named fiduciary; and
WHEREAS, the Employer desires the Trustee to hold Plan funds and the Trustee is willing to hold such
funds pursuant to the terms of this Trust Agreement;
Kinn THFPFFr1PF in rnncirloratinn of tho nromicoc pnri miiti,al r:nvonante horoin rnntainorl, tho nartiac
hereto do hereby mutually declare and agree as follows:
Section 1: Establishment of Trust.
(a) In order to carry out the purposes of the Pian, the Employer hereby creates and establishes a
trust to be known as the City of Santa Ana Deferred Compensation Plan Trust (hereinafter called
the "Trust" or 'Trust Fund"). The Trustee accepts this Trust and agrees to act as Trustee
hereunder, but only on the terms and conditions set forth in this Trust Agreement. Subject to the
terms and conditions of this Trust Agreement, all right, title and interest in and to the estate of the
Trust Fund shall be vested exclusively in the Trustee. This Trust shall be effective on October 1,
2018 or, if later, the date executed on behalf of the Trustee. This Agreement will continue in effect
for a period of three (3) years from the effective date of this Agreement, unless sooner terminated
in accordance with the provisions of this Agreement. In addition, the Plan Sponsor may extend
this Agreement for an additional two 2 year period.
(b) The Trust Fund shall include only those assets which the Trustee accepts. Only assets
actually received by the Trustee will become part of the Trust Fund.
The Employer acknowledges and agrees that it is responsible for effectuating the transfer of any
assets held by a prior trustee or custodian to the Trustee. All assets so received, together with
the income therefrom and any other increment thereon, shall be held by the Trustee pursuant to
the terms of this Trust Agreement without distinction between principal and income and without
liability for the payment of interest thereon.
Section 2: General Duties of the Employer: Indemnification.
(a) The Employer shall control and manage the operation of the Plan. The Employer shall be
responsible for determining benefit rights under the Plan, instructing the Trustee in the
disbursement of benefits, investment management, soliciting stock voting instructions from
participants, directing the Trustee in voting proxies and performing those plan administration
functions specified in the Plan.
(b) The Employer shall act as custodian with respect to promissory notes, mortgages and related
documents given in connection with Plan loans, if any, and the Employer or its delegate shall
hold in safekeeping all such promissory notes, mortgages and related documents.
(c) The Trustee shall be fully protected and shall incur no liability in acting In reliance upon the
instructions or directions of the Employer, or any delegate of the Employer. In addition, the
Trustee shall be entitled to rely on directions given by a Plan participant, where the Plan
provisions permit such direction. Any reference herein to directions or instructions from the
Employer shall include directions or instructions from any delegate of the Employer or from a
Plan participant, where the Plan provisions permit such direction. a
25D-33
(d) The Employer shall indemnify and hold harmless the Trustee from and against any and all
claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the
Trustee may be subject by reason of any act done or omitted to be done, except where the same
is finally adjudicated to be due to the negligence or willful misconduct of the Trustee.
(e) In addition to and in no way in limitation of the indemnification of paragraph (d), the Employer
hereby agrees to indemnify and hold harmless the Trustee from and against any claims, losses,
damages, expenses (including reasonable counsel fees) and liability to which the Trustee may
be subject by reason of any act or omission of any prior, subsequent or existing trustee of the
Plan.
(f) The Employer (or another named fiduciary for contributions, if appointed by the Employer) shall
have sole and exclusive responsibility for: (i) determining the amount of contributions required to
be made under the Plan, (ii) monitoring and ensuring that contributions are made to the Plan in
a timely manner and (iii) if required to ensure that contributions are made to the Plan, directing
the Trustee with respect to the Plan's legal claims for delinquent contributions.
Section 3: Appointment and Duties of Investment Manager.
(a) The Employer may, in writing, appoint an Investment Manager to assume the responsibility for
the investment of any portion of the assets of the funds held in the Trust for such time as the
Employer may determine and, unless such power is reserved to the Employer, for directing the
Trustee to vote or refrain from voting any securities held in the Trust over which the Investment
Manager has investment responsibility, or to exercise or refrain from exercising any rights to
subscribe for additional securities appurtenant to such securities. Appointment of an Investment
Manager, or communication of such to the Employer, shall constitute an allocation to the
Investment Manager of fiduciary responsibility for the part of the Trust funds subject to the
Investment Manager's management and control.
(b) The Employer shall ascertain and certify to the Trustee that any Investment Manager appointed
hereunder is (i) registered as an investment adviser under the Investment Advisers Act of 1940;
(ii) a bank, as defined in that Act; or (iii) an insurance company qualified to perform investment
management services under the laws of more than one state, and that the instrument or
instruments appointing an investment manager and evidencing the Investment Manager's
acceptance of such appointment contains an acknowledgement by the Investment Manager that
it is a fiduciary with respect to the Plan.
(c) The Investment Manager(s) shall have sole responsibility for the investment and, unless
reserved to the Employer, the voting and subscription action of the portion of the Trust funds
under its respective management, and the Trustee shall take such action only upon the
instructions of the Investment Manager. The Trustee shall not be liable for, or obligated to inquire
into, the acts or omissions of any Investment Manager appointed hereunder.
(d) The Investment Manager shall from time to time certify to the Trustee the name of the person
or persons authorized to act on its behalf, and shall furnish to the Trustee a specimen signature
of any such person. When any person ceases to have the authority to act on behalf of the
Investment Manager, the Investment Manager shall promptly notify the Trustee. Until such notice
is received by the Trustee, such person shall continue to be an authorized representative of the
Investment Manager.
(e) All directions to the Trustee by the Investment Manager shall be in writing and shall be signed
by the Investment Manager or its authorized representative. Provided the Employer has
previously approved, written directions from the Investment Manager may be provided through
25D-34
any mutually agreed upon electronic or facsimile communication device, and the trustee may fully
rely upon the validity and authenticity thereof.
(f) If an Investment Manager resigns or is removed by the Employer, the Employer shall promptly
notify the Trustee and that portion of the Trust funds shall again be invested pursuant to the
instructions of the Employer until another Investment Manager has been appointed with respect
to that portion of the Trust funds.
Section 4: General Duties of Trustee.
(a) The Trustee shall receive, hold, manage, invest and reinvest the Trust Fund pursuant to the
provisions of this Section and Section 5 in accordance with the directions of the Employer. The
Trustee shall take no action except pursuant to directions received by it from the Employer, and
shall have no duty to determine any facts or the propriety of any action taken or omitted by it in
good faith pursuant to instructions from such persons.
(b) The Trustee shall be responsible, pursuant to client direction, only for such assets as are
actually received by it as Trustee hereunder. The Trustee shall have no duty or authority to
ascertain whether any contributions should be made to it pursuant to the Plan, nor shall it have
any responsibility concerning the amount of any contribution or the application of the Plan's
contribution formula.. The Trustee shall be obligated to take actions to enforce the Plan's claims
for delinquent contributions solely upon the direction of either (i) the Employer or (ii) another
named fiduciary for contributions who has been designated in accordance with the Plan.
(c) The duties and obligations of the Trustee hereunder shall be limited to those expressly
imposed upon it by this Trust Agreement notwithstanding any reference herein to the Plan, and
no further duties or obligations of the Trustee, such as a duty to value Plan investments,
determine the prudence of any Plan investment, or diversify Plan investments, shall be implied.
The Trustee shall not be liable in discharging its duties hereunder if it acts in good faith and in
accordance with the terms of this Trust Agreement and in accordance with applicable Federal or
state laws, rules and regulations.
The Trustee shall have no responsibilities, duties and obligations with respect to any assets not
held under this Trust, even if those assets are held as assets of the Plan under a separate trust
agreement. Any duties and obligations arising from such assets shall be solely those of the
trustees named in such separate trust agreement, or, in the event no such separate trust exists,
the plan sponsor.
Section 5: Power and Duties of Trustee with Respect to Trust Fund.
The Trustee shall have the following powers and duties regarding the Trust Fund:
(a) To hold title to the assets of the Trust Fund, which may include entering into depository
arrangements for the safekeeping of records relevant to the ownership of such assets with any
bank or banks as the Trustee may choose. Without limiting the generality of the foregoing, the
Employer specifically directs the Trustee to appoint, and the Trustee hereby appoints the
Employer or its delegate to act as custodian with respect to promissory notes, mortgages and
related documents given in connection with Plan loans, if any.
(b) To invest the assets of the Trust Fund in such investment vehicles as directed by the Employer,
including Plan loans made to participants, and annuity or insurance contracts issued by affiliates
of the Trustee, in accordance with directions received from the Employer, and to agree to
amendments to such annuity or insurance contracts, as directed by the Employer. The Trustee
shall have no duty or responsibility to determine the appropriateness of any plan investment, or
to cause such investments to be changed. Notwithstanding any other provision of this
Agreement, all notices, proposed contract amendments, rate or fee changes or other
2501-35
communications regarding all group annuity contracts that are assets of the Plan, including any
group annuity contract issued by an affiliate of the Trustee, will be sent directly by the issuer of
the contract to the Employer or forwarded by the Trustee to the Employer, and the Trustee shall
act on behalf of the Plan with respect to any such notice, proposed amendment, change or other
communication only in accordance with the written direction of the Employer. Any rights of a
contractholder under any such group annuity contract to discontinue, amend or otherwise modify
the contract shall be exercised only upon the specific written direction of the Employer to the
issuer of the contract or by the Trustee at the Employers specific written direction.
(c) To make transfers among investment vehicles or disbursements from the Trust Fund as directed
by the Employer. The Trustee shall be entitled to rely on such direction, and shall have no
responsibility to ascertain whether the Plan permits such a transfer or disbursement.
(d) To delegate to third parties, including affiliates of the Trustee, any or all of its duties hereunder,
including recordkeeping, reporting, and proxy voting. Also, the Trustee may utilize the services
of outside custodians to hold on the Trustee's behalf any Plan assets invested in securities.
(e) To vote securities proxies as directed by the Employer, or by another named fiduciary or investment
manager designated by the Employer. The Trustee shall not be responsible, however, for
providing securities proxy tabulation services.
(f) The Trustee shall discharge its duties with respect to a plan solely in the interest of the participants
and beneficiaries and with the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims.
Section 6: Payment of Taxes.
The Trustee shall pay out of the Trust Fund income taxes and other taxes of any and all kinds levied or
assessed under existing or future laws against the Trust Fund, or against any person with an interest in the
Trust Fund.
Section 7: Disbursement of Trust Funds.
(a) Upon receipt of written direction of the Employer, the Trustee shall make payments from the
Trust Fund to such persons or direct its affiliate that is providing recordkeeping services to make
such payments in such manner and in such amounts as the Employer shall direct in writing,
and amounts paid pursuant to such direction shall no longer constitute a part of the Trust Fund.
Notwithstanding the foregoing, the Employer expressly reserves the right to provide direction
directly to the affiliate of the Trustee providing record keeping services regarding payments
of Plan benefits or other disbursements.
(b) At no time prior to the satisfaction of all liabilities with respect to participants and beneficiaries
under this Trust shall any part of the corpus or income of the Trust Fund be used for, or diverted
to, purposes other than for the exclusive benefit of plan participants or beneficiaries. Except as
provided in the Plan, the assets of the Trust Fund shall never inure to the benefit of the Employer
and shall be held for the exclusive purpose of providing benefits to participants in the Plan and
their beneficiaries, and defraying reasonable expenses of administering the Plan.
Section 8: Expenses and Compensation of Trustee.
The Trustee shall be compensated in accordance with the fee provided to the Employer. The Trustee
shall be entitled to reimbursement from the Plan for any and all costs and expenses incurred in taking
actions to collect delinquent contributions and to engage and pay from the Trust Fund legal counsel,
collection agents, or such other agents or advisors as the Trustee may determine appropriate in taking
actions to collect delinquent contributions. In addition the Trustee shall be paid its reasonable expenses,
25D-36
including reasonable expenses of counsel and other agents employed by the Trustee, incurred in
conjunction with the administration of the Trust Fund. If the Trustee proposes an amended fee
schedule and the Employer fails to object thereto within ninety (90) days of its receipt, the fee of 4.9%
bps, shall be deemed accepted by the Employer.
Section 9: Expenses of the Plan and Trust Fund.
If permitted by the Plan, the reasonable expenses relating to the Plan and Trust Fund shall be paid by the
Trust, except to the extent paid by the Employer. Such expenses shall include, without limitation, actuarial,
investment management, accounting, legal and Trust expenses.
Section 10: Accounts of the Trustee.
The Trustee has accepted this Trust on the condition that the Employer has entered or is entering into a
service agreement with an affiliate of the Trustee whereby an affiliate of the Trustee will provide
recordkeeping services for all Plan assets held pursuant to this Trust Agreement. The Trustee shall be
ICIiUIIGU lu illi VJiIIU iU Ulu LIIIiIIV)Vi, Ui IGy,i iiu ail wimal0 VI IIID IluJlt9G tU IIII YrWu lV 41G Lnljllvy 4l, li,G
recordkeeping reports and related financial information provided by an affiliate of the Trustee, but the
Trustee shall not otherwise be required to provide Trust accounts.
Section 11: Resignation, Removal and Substitution of Trustee.
(a) The Trustee may resign at any time by giving at least 60 days' written notice to the Employer
(unless the Employer deems notice of a shorter duration to be adequate). The Employer may
remove the Trustee at any time by giving at least 60 days' written notice to the Trustee (unless
the Trustee deems notice of a shorter duration to be adequate).
(b) The Trustee's service pursuant to this Agreement is conditioned upon the existence of one or
more contracts between the Employer or the Plan (or the Trustee on behalf of the Employer or
the Plan) and a subsidiary or affiliate of Prudential Financial, Inc. providing a funding medium for
the Plan or providing for full Plan recordkeeping services. In the event the contract providing a
funding medium or providing for recordkeeping services is discontinued or terminated, this
Agreement shall be terminated as well with no further notice from either party to the other as of
the date of discontinuance or termination of the contract providing a funding medium or providing
for recordkeeping services.
(c) Any successor trustee hereunder may be either a corporation authorized and empowered to
exercise trust powers or may be one or more individuals.
(d) Upon the appointment of a successor trustee, the resigning or removed Trustee shall execute,
acknowledge and deliver all documents and written instruments necessary to transfer and deliver
the Trust Fund and all rights and privileges therein to the successor trustee. Upon the
appointment of a successor trustee, the resigning and removed Trustee shall be discharged from
further accountability for the Trust Fund, and shall be under no further duty, obligation or
responsibility for the disposition by such successor trustee of the Trust Fund or any part thereof.
Section 12: Amendment and Termination of Trust.
(a) The Employer and the Trustee may mutually agree at any time to amend this Trust Agreement
and the Trust created hereby to any extent deemed advisable. No amendment to this Trust
Agreement shall be effective unless mutually agreed to in writing by the Employer and the
Trustee; provided, however, that Trustee's fee schedule may be amended as provided in Section
8.
(b) The Employer may at any time revoke this Trust Agreement and terminate the Trust hereby
created. Such revocation and termgr)ation shall) become effective upon receipt by the Trustee or
25D-37
its delegate of a written instrument of such revocation and termination executed by the Employer.
Upon such termination, disposition of the assets of the Trust Fund shall be governed by the terms
of the Plan. The Employer agrees in writing with the Trustee to indemnify the Trust Fund for any
taxes or other penalties which may be assessed against it as a result of such termination or
agrees to provide a bond to secure payment of any such taxes or penalties.
Section 13: Miscellaneous Provisions.
(a) This Trust Agreement and the Trust hereby created shall be governed, construed, administered
and regulated in all respects under the law of the United States and the State of California.
(b) The titles of the Sections in this Trust Agreement are for convenience of reference only and in
case of any conflict, the text of this instrument, rather than such titles, shall control.
(c) In case any provisions of this Trust Agreement shall be held illegal or invalid for any reason, their
illegality or invalidity shall not affect the remaining parts of this Trust Agreement, and this Trust
Agreement shall be construed and enforced as if the illegal and invalid provisions had never been a
part of the Trust Agreement.
(d) This Trust Agreement may be executed in any number of counterparts, each of which shall be
deemed an original. The counterparts shall constitute one and the same instrument and may be
sufficiently evidenced by any one counterpart.
(e) This Trust Agreement shall be binding upon the respective successors and assigns of the
Employer and the Trustee.
(f) Neither the gender nor the number (singular or plural) of any word shall be construed to exclude
another gender or number when a different gender or number would be appropriate.
(g) In the event of any conflict between provisions of the Plan and those of this Trust Agreement, this
Trust Agreement shall prevail. Provisions in other documents, including but not limited to plan
documents, group annuity contracts, and/or service agreements, that might otherwise reflect the
powers, duties, and responsibilities of the Trustee, shall in no way supersede or replace any of
the provisions contained in this Trust Agreement. This Trust Agreement shall constitute the entire
agreement between the Employer/Plan Administrator and the Trustee.
(h) Communications to the Trustee shall be sent to the Trustee's principal offices or such address as
the Trustee may specify in writing. No communication shall be binding upon the Trustee until it is
received by the Trustee or its delegate. Communications to the Employer shall be sent to the
Employer's principal offices or such address as the Employer may specify in writing.
(i) Insurance. Prudential shall at all times during the term of this Agreement, at its own cost and
expense, carry and maintain commercially reasonable insurance coverage, including the
insurance policies listed below.
• Worker's Compensation and Employer's Liability insurance, with statutory limits for workers'
compensation and Employers Liability limits of $1,000,000 per accident.
• Commercial General Liability insurance, insuring against claims for bodily injury, property
damage, completed operations and contractual liability with a limit of $1,000,000 per occurrence
and $2,000,000 in the aggregate.
• Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles used
in the performance of this Agreement with a combined single limit of $1,000,000.
• Casualty Umbrella or Excess Liability follow -form insurance in the amount of $5,000,000.
• Professional Liability or Errors & Omissions insurance with limits of at least $5,000,000 each
claim or wrongful act with a $250,000,000 deductible.
• Fidelity Bond or Comprehensive Crime insurance covering employee dishonesty with limits of
at least $5,000,000 each claim with a $250,000,000 deductible.
• Cyber Risk or Privacy Liability insurance with limits of at least $5,000,000 each claim or
wrongful act with a $250,000,000 deductible.
Prudential will be solely responsible to pay and determine the deductibles on these insurance
policies, which will be issued by insurance carriers with an A.M. Best rating of A- or better. In the
event that any of the above-described insurance policies are written on a claims -made basis, then
such policy or policies shall be maintained during the entire period of the Agreement and for a
period of two (2) years following the termination or expiration of the Agreement.
Prudential will provide reasonable notice of any material adverse change or cancellation of the S
above-described insurance coverage. Authorizing Plan Fiduciary shall be included as an
additional insured on the above -referenced policies. Certificates of insurance matching the terms
of this § 9 will be provided upon Authonzin Plan Fiduciary's reasonable written request. This § 9
does not limit or exoand Prudential'i,en obligations.
IN WITNESS WHEREOF, this Trust Agreement has been executed on the dates indicated below. The
persons executing this Trust Agreement represent that they are duly authorized to do so.
EMPLOYER
By Soo Atraript] Signature Page
Date
PRUDENTIAL BANK & TRUST, FSB
0
Title
Date
25D-39
ATTEST:
MARIA HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SUN iA ll. UAit V tiLHU
City Attorney
Bv4C wla, A- 'KlS✓�A"
Laura A. Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CITY OF SANTA ANA
RAUL GODINEZ, II
City Manager
FRANCISCO GUTIERREZ
Executive Director of Finance and Management Agency
.ju(. pol".y „,
25D-40
INVESTMENT AGREEMENT
issued by
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
a wholly owned subsidiary of The Prudential Insurance Company of America
280 Trumbull Street, Hartford, Connecticut 06103
I►\ _ ul ► _' 1 � �i SIC ����'
ISSUED TO: Prudential Bank & Trust, FSB, as Trustee of the City of Santa Ana Deferred
Compensation Plan Trust
EFFECTIVE DATE: October 1, 2018
ISSUE DATE:
This Agreement is a group annuity contract that funds benefits for plans qualified under section
457 of the Internal Revenue Code and is designed to comply with state insurance department
standards. Annuities are available subject to the terms of each plan. However, this Agreement
does not require the purchase of annuities.
Prudential Retirement Insurance and Annuity Company ("PRIAC") will accept Deposits of Plan
assets and pay Benefits under the terms of this Agreement. The entire Agreement consists of the
Application and the provisions of this Agreement. PRIAC issues this Agreement in
consideration of the Application and the payment of Deposits provided for under this Agreement.
Payments and values that are based on the investment experience of a separate account (other
than a guaranteed separate account) are variable and are not guaranteed. The operation of each
separate account is described in. this Agreement.
In Witness Whereof, PRIAC has executed this Agreement on the Issue Date, to take effect on the
Effective Date.
President
GA -2020 -IA -0805
Exhibit 3
25D-41
City of Santa Ana - Investment Agreement (specimen).doc
TABLE OF CONTENTS
Sections of Base Agreement
1 Deposits.....................................................................
Starting on Page
2 Transfers Between Plan Investment Options..............................................:.3
3 Distributions...................................................................................................4
-5 4 Operational Agreements................................................................................6-
5
Termination....................................................................................................7
6 Miscellaneous................................................................................................9
7 Annuities...................................................................:...:................................11
8 Definitions ..........................................................:...................:.......................13
Expense Schedule
Following Base Agreement:
Guaranteed Income Fund Investment Addendum
Universal Separate Account E Investment Addendum
Application
e weM?rence
.,)- !!eierence
GA -2020 -IA -0805 I City of Santa Ana - Investment Agreement (specimen).doe
25D-42
SECTION 1 -DEPOSITS
1.1 CONTRIBUTIONS. Subject to the terms of the Plan, the Investor ("You") will deposit
Contributions that are directed for investment under this Agreement. You may reduce the
amount of Contributions by Plan distributions to Participants for any contribution period.
1.2 MINIMUM CONTRIBUTIONS. PRIAC ("We", "Our" or "Us") may require a
minimum amount of Contributions for investment under this Agreement, in any one Plan
year, equal to $35,000.
1.3 TRANSFERRED ASSETS. You will deposit amounts contributed under the terms of the
Plan prior to the Effective Date of this Agreement that are directed for investment under
this Agreement.
Subject to the terms of the Plan and as permitted by the Code, and subjecfto Our
agreement to accept such transfers, You will deposit amounts transferred from other
plans that are directed for investment under this Agreement. For purposes of this section,
"plans" shall include any "eligible retirement plan" as, defined in Code section 402(c)(8).
1.4 TIMING OF CONTRIBUTIONS AND TRANSFERRED ASSETS. You will deposit
Contributions and Transferred Assets within thirty-one (3 1) days of the date specified in
the Plan. However, We will allow a grace period of thirty-one (3 1) days or, if less, the
time required by law for Contributions. You and the contributing employers will ensure
that all Contributions due under the Plan are made within the time required by law.
1.5 ROLLOVERS. Subject to the terms of the Plan and as permitted by the Code, and
subject to Our agreement to accept such rollovers, You will deposit rollover amounts
from other plans that are directed for investment under this Agreement. For purposes of
this section, "plans" shall include any "eligible retirement plan" as defined in Code
section 402(c)(8)..
1.6 ACCEPTANCE',OF DEPOSITS. We will only accept Deposits specified in the
preceding paragraphs.
1.7 ALLOCATION DATE FOR DEPOSITS. We will allocate Deposits as of the valuation
date coinciding with or next following the date We receive the Deposits. The applicable
Investment Addendum specifies the valuation date.
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SECTION 2 - TRANSFERS BETWEEN PLAN INVESTMENT OPTIONS
2.1 TRANSFERS. Subject to the terms of the Plan, Participants may direct Transfers
between Plan investment vehicles, including any investment vehicle described in an
Investment Addendum under this Agreement. We will apply any limitations described in
the Base Agreement or in the applicable Investment Addendum under this Agreement to
these Transfers. Participants must independently choose to make Transfers between Plan
investment options, free from corporate or trustee suggestion or persuasion.
2.2 ALLOCATION DATE FOR TRANSFERS. We will allocate Transfers between
investment vehicles as of the valuation date coinciding with or next following the later of
(A) the date We receive instructions from You or a Participant regarding
the Transfer, or
(B) the effective date of the Transfer.
The applicable Investment Addendum specifies the valuation date. You and We will
mutually agree on a method for submitting Transfer instructions.
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SECTION 3 - DISTRIBUTIONS
3.1 GENERAL DISTRIBUTIONS. Subject to the terms of the Plan, We will make
Distributions for Benefit payments from an investment vehicle(s) under this Agreement.
We will apply to these Distributions any limitations described in the Base Agreement or
in the applicable Investment Addendum under this Agreement. We will make
Distributions in the following manner:
(A) TRUSTEE. If the Plan has a trustee, the trustee may, but is not
required to, receive all cash payments for further distribution.
(B) AMOUNT. A Distribution may be an amount up to and including the
value of Plan assets in the investment vehicle(s) on the valuation date.
The applicable Investment Addendum specifies the valuation date.
(C) FORM. Subject to the terms of the Plan, and as instructed by You, We
will make Distributions in one or a combination of the following forms:
(a) Any type of annuity that We agree in writing to provide,
in accordance with the provisions of Section 7;
(b) Single sum cash payment; or
(c) A series of cash payments over a period of time.
Subject to the terms of the Plan, if the Participant's account balance
does not exceed $5000, We will make any Distribution in the form of a
single sum cash payment.
While an annuity is available as a form of Distribution, We will not
require You to purchase an annuity under this Agreement.
3.2 DISTRIBUTIONS UPON DEATH. If a Participant dies prior to distribution of his
interest in the Plan, You will approve the amount of the death benefit and advise Us of
the following:
(A) the designated beneficiary(ies); and
(B) the form of benefit to be paid in accordance with the provisions of the
Plan and applicable law.
3.3 DEFERRED PAYMENTS. In the event of severe adverse economic conditions, We may
defer a Distribution under this Section in accordance with the terms of the applicable
Investment Addendum. We will only defer the Distribution for a maximum period of six
(6) months from the original distribution date. We will defer the Distribution to a date
that is less than six (6) months if We determine that the period of severe adverse
economic conditions has ended. We will only defer the payment within the time
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permitted by applicable law. Regardless of adverse economic conditions, We will never
defer a Distribution due as a result of a Participant's retirement, termination of
employment, disability, death, Distributions required by Code Section 401(a)(9) or
withdrawals for unseen emergencies as permitted under the Plan.
3.4 PROVISIONS NOT APPLICABLE UPON TERMINATION. With the exception of
Section 3.3, the distribution provisions described in this Section 3 do not apply if the
Agreement is terminated. Upon termination of this Agreement, We will apply the
provisions of Section 5 along with provisions under the applicable Investment
Addendum.
-„e
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SECTION 4 - OPERATIONAL AGREEMENTS
4.1 QUALIFICATION. If required by law and by the date required by law, the Plan Sponsor
will apply for a determination letter from the Internal Revenue Service that a new Plan
meets the requirements of Code section 457. If the Plan is amended and there are
material modifications to the Plan, the Plan Sponsor will apply for a new determination
letter from the Internal Revenue Service if required by law and by the date required by
law. You will provide a copy of the determination letter to Us within thirty (30) days
after it is received by the Plan Sponsor from the Internal Revenue Service._
4.2 PLAN CHANGE OR AMENDMENT. You will provide Us with reasonable advance
notice of any change or amendment to the Plan. The Plan Sponsor may only adopt a
change or amendment that would not have an adverse financial effect on the Agreement
or on Us. We will determine whether a change or amendment has such -an adverse effect.
4.3 DISQUALIFICATION. You will notify Us within thirty (30) days after the Plan Sponsor
receives initial written notification from the Internal Revenue Service that the Plan no
longer meets the requirements of Code section 457. ' When this determination becomes
final, We will terminate this Agreement under the term's of Section 5.
4.4 PLAN OPERATION. You will ensure that the Plan operates in compliance with all
applicable laws and regulations.
4.5 INFORMATION. You will submit all information necessary to process Deposits,
Transfers, and Distributions as frequently as You and We mutually agree.
You will properly authorize and promptly. forward any information required by Us to
meet an obligation under this Agreement. In addition, upon Our request, You will
promptly forward any information required by Us to ensure compliance with the
provisions of Section 2.1.
As proof of death, We may require a copy of the death certificate, a physician's written
statement certifying the death of the decedent, a copy of a certified decree of a court of
competent jurisdiction as to the finding of death, or any other reasonable evidence.
4.6 EXPENSES. You will pay expenses and charges described in the Expense Schedule
within thirty (30) days after the mailing date of the expense notification, or by another
method to.which You and We mutually agree. We may deduct the amounts owed from
Plan assets invested under this Agreement if You do not pay expenses and charges within
thirty (30) days, and the Plan permits the expenses and charges to be deducted from
Participant accounts. We will provide you with advance written notification of the
deduction. We may also terminate this Agreement for non-payment of Expenses under
the terms of Section 5.
4.7 REPORTS. We will provide You with reports of activity under this Agreement as
frequently as You and We mutually agree. "
CIVItLn iu. CCUllUtlil�
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SECTION 5 - TERMINATION
5.1 TERMINATION. We will terminate this Agreement under the following circumstances:
(A) You notify Us in writing that the Agreement will be terminated;
(B) We notify You in writing that the Agreement will be terminated
because You have materially breached a provision of Section 1,.2; 3, 4,
or 6, or a provision of an Investment Addendum and You have failed to
cure such breach after We have given you a reasonable opportunity to
do so;
(C) We notify You in writing that the Agreement will be terminated .
because You have not paid Expenses and You have not made
alternative arrangements with Us for paying the Expenses as provided
under Section 4.6; or
(D) We determine that the class of business to which, this Agreement belongs
is no longer commercially desirable and We notify all investors of this
class of business in writing that the agreements will be terminated.
5.2 TERMINATION DATE. The Termination Date is the first day of the month coinciding
with or next following (i) the later of the date You specify in your notice pursuant to
Section 5.1(A) or the date We receive such notice, (ii) thirty (3 0) days after the later of
the date We specify in Our notice to You pursuant to Section(s) 5.1(B), 5.1(C) or 5.1(D)
or the date We send the notice. Upon termination of the Agreement, We will
(A) no longer accept Deposits under the Agreement as of the Termination
Date, and
(B) notify You of Expenses due as soon as practicable following the
Termination Date.
5.3 TERMINATION DISBURSEMENT DATE. Unless You and We agree to an alternative
date, We will initiate Termination Disbursements no later than the Termination
Disbursement Date which is the valuation date coinciding with or next following the later
of:
(A) Ninety (90) days after the date We receive all information necessary to
make the Disbursement; or
(B) Ninety (90) days after the date We recover all outstanding Expenses
under this Agreement.
The applicable Investment Addendum specifies the valuation date.
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5.4 TERMINATION DISBURSEMENTS. On the Termination Disbursement Date, We will
disburse, or begin to disburse all assets held under this Agreement. Any limitations under
the applicable Investment Addendum will apply to these Termination Disbursements.
We will recover any Expenses incurred under the Agreement up to the Termination
Disbursement Date. We will disburse all assets from the investment vehicle(s) as
follows:
(A) If the Plan continues to meet the requirements of Code section 457 but
a new funding agent is selected, You may direct Us to transfer the
assets to the Plan's trustees or new funding agent. You or another
authorized Plan representative must give Us written instructions
regarding the Termination Disbursement. We may also require that
You or another authorized Plan representative provide Us with written
confirmation that the Plan will continue to meet the requirements of
Code section 457.
(B) If the Internal Revenue Service determines that the Plan initially fails to
meet the requirements of Code section 457, We will disburse the Plan
assets in a single sum cash payment.
(C) If the Plan is terminated or the Internal Revenue Service determines
that the Plan no longer meets the requirements of Code section 457, We
will disburse the Plan assets as You and We mutually agree. If
government approval is required, We may require that You or another
authorized Plan representative provide Us with written confirmation
that the Plan Sponsor has received any required government approval
before We disburse the assets.
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SECTION 6 - MISCELLANEOUS
6.1 You will address all communications in writing (by first class mail, postage
prepaid) or as You and We mutually agree.
You will submit communications to Us at the following address:
Defined Contribution Administration
Prudential Retirement
Prudential Retirement Insurance and Annuity Company
P.O. Box 2975
Hartford, CT 06104
We will submit communications to You at the Investor's principal place of business or as
You and We mutually agree.
6.2 You and We (including any entity which may succeed Us or any entity to which this
Agreement may be assigned) are obligated to comply,with all terms of this Agreement
unless the State of Connecticut determines that We have ceased doing this type of
business.
6.3 A Distribution or Termination Disbursement payable to any Participant or beneficiary is
only assignable if the law allows it. All Distributions or Termination Disbursements are
exempt from the claims of creditors to the extent the law permits.
6.4 We agree only to the provisions of this Agreement and We are not a party to, and are not
bound by, any trust or plan.. We are not responsible for the effect of any state or Federal
revenue law on any Contribution made under the Plan.
6.5 You release Us from any liability for any payments that We made under this Agreement
and in accordance with the terms of the Plan and applicable law.
6.6 We may rely conclusively on reports, notices, requests and other information submitted
by You, the Investor's designated representative, a Participant or a beneficiary.
6.7 We will notify You upon becoming aware that any premium tax will be assessed on
amounts deposited under this Agreement. We may deduct this tax and any interest due
on this tax from Deposits or from Plan assets held under this Agreement.
6.8 In applying for the Agreement, You will select the Investment Addendum (Addenda)
which become(s) part of this Agreement.
6.9 Any change to this Agreement will be subject to the following provisions:
(A) No change will affect the amount of interest credited or accrued prior to
the effective date of -the change.
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(B) No change will affect the amount or terms of any annuity purchased
prior to the effective date of such change.
(C) Any change to this Agreement may be made without notice to or the
consent of any Participant, beneficiary or annuitant.
(D) We may, at any time, revise the provisions of this Agreement if the
revision is required to comply with Code section 457, or any applicable
law or regulation issued by a governmental agency. If required by law,
the revision will be retroactive.
(E) We may annually review and revise the provisions of this Agreement
unless otherwise provided in the Base Agreement or the Investment
Addendum (Addenda). We will provide You ninety (90) days advance
written notice before We revise the provisions of the Agreement. Upon
receiving the advance written notice, You may elect to terminate the
Agreement under the provisions of Section 5 and the applicable
Investment Addendum.
6.10 The laws of the State of Connecticut govern this Agreement except where its provisions
may be superseded by the laws of its state of issuance.
6.11 The singular includes the plural and the masculine or feminine pronoun includes both the
masculine and feminine gender unless the context indicates otherwise.
6.12 Two or more duplicate originals of this Agreement constitute one and the same
instrument. The entire Agreement between You and Us consists of the Application
together with all Investment Addenda and Schedules that We have attached to and made
part of this Base Agreement.
6.13 If any payment due hereunder by PRIAC is otherwise due to be paid on a date when
PRIAC is closed for business, We will make such payment on Our next normal business
day.
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SECTION 7 - ANNUITIES
7.1 You may, but are not required to, purchase an annuity under this Agreement. We will
reduce the amount We apply to purchase an annuity by any amount necessary to pay
applicable taxes and/or annuity purchase fees. We will provide any retirement annuity
based on Our existing business practices and rates then in effect for agreements in the
same class of business as this Agreement.
7.2 We may require proof that the recipient of annuity payments is living as of each and
every date on which any annuity payment becomes payable. We may withhold payments
until We receive the requested proof.
7.3 We will issue an individual certificate to each Participant for whom an annuity is
purchased. Also, if the state where We issue this Agreement requires, We will issue a
certificate to each Participant contributing to the Plan., Any certificate issued will not
cancel or alter any terms of this Agreement.
7.4 If We discover that the annuitant's age or any other fact pertaining to the purchase or
determination of an annuity amount was misstated, or We discover a clerical error, We
will make the following adjustments:
(A) We will correct the amount of annuity payable retroactively to the date
We purchased the annuity;
(B) We will deduct any overpayments resulting from misstatements or
errors from amounts payable following the correction of the annuity
amount;
(C) We will pay any underpayments resulting from misstatements or errors
in full with the next payment following the correction of the annuity
amount.
7.5 We guarantee that We will purchase annuities on an actuarial basis that is at least equal to
the following actuarial basis for a fixed annuity.
(A) Form of Annuity: 100% Fixed Life Annuity
Actuarial Assumptions: Mortality - 1950 Male Group Annuity
Valuation Table, with age setback of 4.8 years plus one-fifth of the
number of years from 1895 to the annuitant's year of birth; Interest -
2%; Loading — 8.25%.
We will review this guaranteed actuarial basis annually and may change it after We give
ninety (90) days' advance written notice to You. We may only change the guaranteed
actuarial basis following the first twelve (12) months after the Agreement's Effective
Date. We may only change it once in any twelve (12) month period unless You and We
agree in writing to make an exception.
UL .!l it a 1 u.
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SECTION 8 — DEFINITIONS
"Agreement" is the Investment Agreement, including the Base Agreement, Investment
Addendum (Addenda) and Application.
"Base Agreement" includes Sections 1 through 8 and the Expense Schedule.
"Benefit" is any payment to which a Participant is entitled under the terms of the Plan.
"PRIAC" is Prudential Retirement Insurance and Annuity Company.
"Code" is the Internal Revenue Code of 1986, as amended from time to time.
"Contributions" are amounts contributed under the terms of the Plan on or after the -effective date
of this Agreement.
"Deposits" are Contributions, Transferred Assets and Rollovers described in Section I.
"Distributions" are withdrawals for Benefit payments described in Section 3.
"Expenses" are expenses and charges described in the Expense Schedule.
"Investment Agreement" is a group annuity contract, GA -)D=, issued by PRIAC.
"Investment Addendum" describes each investment vehicle available under the Agreement, as
You select, and all conditions associated with the use of the investment vehicle under this
Agreement.
"Investor" is Prudential Bank & Trust, FSB, as Trustee of the City of Santa Ana Deferred
Compensation Plan Trust, the Plan Sponsor, or any person designated by the Investor or the Plan
Sponsor to carry out its administrative functions.
"Participant" is an individual having an account under the Plan.
"Plan" is City of Santa Ana Deferred Compensation Plan, as adopted by the Plan Sponsor,
effective, as constituted on the Effective Date of this Agreement, and as amended from time to
time.
"Plan Sponsor" is the entity sponsoring the Plan.
"Termination Disbursements" are amounts payable from an investment vehicle(s) under this
Agreement upon termination of this Agreement as described in Section 5.
"Transfers"'arc.Participant-directed transfers (described in Section 2.1) between Plan investment
vehicles.
"You" refers to the Investor.
"We", "Our" or "Us" refers to PRIAC.
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EXPENSE SCHEDULE
Effective October 1, 2018, the Expense Schedule is as follows:
INVESTMENT FUNDS ASSET CHARGES
Part I — A
Payment Method (left-most column) Key:
Charges that are labeled "OT" are billed directly to the Plan Sponsor on a quarterly basis.
Charges that are labeled "OA" are deducted from the gross rate of fixed funds and deducted from the gross
unit value for the market valued funds.
Charges stated below are annual charges.
OA Guaranteed Income Fund
OA Core Bond/PIM Fund
.XXW
.XX%
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EXPENSE SCHEDULE
Part 11-A
Asset Charges
The Asset Charges for the investment funds listed in Part I -A of the Expense Schedule are annual charges
deducted from the declared rate or unit value of individual investment funds on a daily basis. As used below,
the term "You" refers to the Plan Sponsor and the terms "Us" and "Our" refer to Prudential. Retirement
Insurance and Annuity Company.
Asset Charges, where applicable, are imposed to cover certain of Our expenses incurred in connection with the
establishment and maintenance of the Agreement and providing administrative services for ,the Plan. Asset
Charges may also be used to cover payments made by Us at Your direction to other service providers. In no
event will these charges cover or be amended so as to cover any fees, expenses, taxes or charges relating to the
management of the assets held hereunder. If You request Us to pay the expenses of another service provider or
request Us to reimburse You for Plan expenses, a separate agreement will be signed by You.
The Expense Schedule is subject to annual review by Us and may be changed effectively after ninety (90)
days' written notice to You. The Schedule will not be changed within,the first twenty four (24) months
following the Agreement's Effective Date, nor will it be changed more frequently than once in any twelve (12)
month period except by written agreement between You and Us.
The Asset Charges for the funds or family of funds are listed on Part I -A of this Expense Schedule.
Other Expenses/Charges
We may pay commissions in connection with this contract as disclosed to You in a separate disclosure
document.
From time to time We may consent to pay money or to give other value to You or Your representatives.
Money that We may consent to pay may include allowances or reimbursements paid to You, or to third parties
for Your benefit, in connection with services rendered to You or costs incurred by You in connection with
Your administration of the Plan. Value that We may consent to give may include educational and reasonable
entertainment events that assist You or Your representatives in the discharge of Your duties as a plan sponsor.
Separately, apart from Plan activities, We may also at Your request contribute to Your employee appreciation,
charitable, educational or entertainment events.
In addition, We or Our affiliates may provide compensation, payments and/or incentives to firms that furnish
marketing, sales and/or other services to Us in connection with Our products. Such services may include
Prudential's participation in seminars or conferences sponsored by such frons.
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GUARANTEED INCOME FUND INVESTMENT ADDENDUM
1.1 GUARANTEED INCOME ACCOUNT. The term Guaranteed Income Account
(hereinafter "GIA") refers to assets invested under this Agreement in the Guaranteed
Income Fund. These assets are invested in Prudential Retirement Insurance and Annuity
Company's (PRIAC's) general account.
1.2 MAXIMUM DEPOSITS. If PRIAC's current guidelines establish a maximum amount
that can be deposited to the GIA in any one Plan year, We will communicate the
maximum amount to You. You may only deposit up to the maximum amount unless We
give You prior written consent to deposit amounts in excess of the maximum.
1.3 CREDITED INTEREST. We will credit interest to the GIA daily. We will credit
interest to each dollar in the GIA
(A) from the Valuation Date on which it is allocated to the GIA under
Section 1.7 and Section 2.2 of the Base Agreement, and
(B) until the Valuation Date as of which We transfer, distribute or disburse
each dollar from the GIA.
We will notify You of the interest rate that We will credit to the GIA for this class of
business as of the date this Addendum becomes part of the Agreement (the "Declared
Interest Rate"). Thereafter, We will announce a Declared Interest Rate semi-annually,
effective January 1 and July 1, and that rate will be guaranteed against change during
each six (6) month period. The Declared Interest Rate will always be greater than or
equal to one and one half percent (1-1/2%) (the "Minimum Interest Rate").
The Declared Interest Rate is stated on an annual effective rate basis. This method for
computing interest uses daily compounding so the amounts held in the GIA for 365 days
(366 days during a leap year) will increase at the stated annual effective rate.
1.4 ASSET CHARGE. We will convert the annual Asset Charge under this Agreement's
Expense Schedule to a daily equivalent. We will reduce the daily equivalent of the Asset
Charge from interest being credited to the GIA under the preceding Section 1.3.
As described in the Base Agreement, You have the option to pay the Asset Charge as an
alternative to reducing the daily equivalent of the Asset Charge from interest being
credited to the GIA.
1.5 VALUATION. The value of the GIA is an amount
equal to (A) minus (B) where
(A) is the sum of
(i) Deposits to the GIA,
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(ii) Transfers to the GIA from another Plan investment
vehicle, and
(iii) Credited Interest, and
(B) is the sum of
(i) Expenses, if any, and
(ii) Transfers, Distributions or Termination Disbursements
from the GIA.
1.6 VALUATION DATE. For purposes of valuing the GIA, the term Valuation Date refers
to each day that We are open to transact normal business.
1.7 DEFERRALS. We may defer Transfers, Distributions or Termination Disbursements
from the GIA under Section 3.3 of the Base Agreement if:
(A) the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or trading on the New York Stock
Exchange is restricted;
(B) an emergency exists as a result of which disposal by PRIAC of assets
that are underlying investments for the Guaranteed Income Fund is not
reasonably practical; or
(C) the Securities and Exchange Commission by order permits.
The Securities and Exchange Commission shall by rules and regulations determine the
conditions under which (i) trading shall be deemed to be restricted and (ii) an emergency
shall be deemed to exist.
However, during the deferral period We may continue payments to investors ratably as
the Guaranteed Income Fund cash flow permits. During the deferral period We will
continue to apply Credited Interest.
1.8 TRANSFER LIMITATIONS
Transfers between the GIA and a Competing Fund may be made, provided the amount to
be transferred is first transferred to a Plan investment option that is not a Competing
Fund and such amount is held in that fund for a period of at least ninety (90) days before
being transferred to a Competing Fund.
A Competing Fund is an investment option available under the Plan that is primarily
comprised of high quality fixed income securities with an average duration.of less than or
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equal to 3.5 years. For purposes of the Agreement, Competing Funds include but are not
limited to money market and short term bond funds. We reserve the right, upon 30 days
notice, to determine whether any investment option under the Plan is or becomes a
Competing Fund.
A Prohibited Competing Fund is a money market fund, a fund that guarantees principal
or a fund that is primarily comprised of instruments that guarantee principal. You may
not offer a Prohibited Competing Fund as a Plan investment option unless We give You
prior written consent.
1.9 GIA POOL TRANSFER LIMITATION. The assets under the GIA are part of the
Guaranteed Income Fund pool established for all investment agreements containing this
or a similar limitation, and where We receive the initial Deposit to the GIA in the same
period within the calendar year.
We may defer a Distribution or Termination Disbursement whenever (i) plus (ii) would
exceed ten percent (10%) of (iii) where
(i) is the Distribution or Termination Disbursement amount
to be paid from the GIA,
(ii) is all Transfer, Distribution, or Termination
Disbursement amounts that We previously or
simultaneously paid for any reason in the same calendar
year in which (i) is computed, from the same pool of
Guaranteed Income Fund assets to which the GIA
belongs, and
(iii) is total assets on January 1 of the year in. which (i) is
computed in the Guaranteed Income Fund pool to which
the GIA belongs.
In addition, We guarantee the following:
(A) We will not defer an amount which would result in a Distribution or
Termination Disbursement of less than ten percent (10%) of the GIA in
any one calendar year.
(B) We will continue to apply Credited Interest to any amount We defer
under this Section.
(C) While the pool transfer limitations of this Section are in effect, as the
Plan permits, We will continue to pay Distributions for retirement,
termination, death, disability, unforeseen emergency, or Distributions
required by Code section 401(a)(9). In addition, as provided under
Section 5.4(C) of the Base Agreement, We will pay Termination
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Disbursements occurring as a result of the Plan's termination or failure
to meet the requirements of Code section 457, and the limitations of
this Section 1.9 will not apply to such Termination Disbursements.
(D) While the pool transfer limitations of this Section are in effect, We will
continue to allow Transfers under the terms of the Plan.
(E) This Section does not apply if this Agreement has terminated under
Section 5 of the Base Agreement. Upon termination, the provisions of
the following Section 1.10 will apply.
1.10 TERMINATION TRANSFER LIMITATIONS. If this Agreement terminates under
Section 5 of the Base Agreement, the limitations of this Section apply. The assets under
the GIA are part of the Guaranteed Income Fund pool established for all investment
agreements containing this or a similar limitation, and where We receive the initial
Deposit to the Guaranteed Income Fund in the same period within the calendar year.
We will disburse the assets under the GIA in a single lump sum as of the Termination
Disbursement Date, defined in Section 5.3 of the Base Agreement, if (i) plus (ii) does not
exceed ten percent (10%) of (iii) where
(i) is the Termination Disbursement amount to be paid from
the GIA,
(ii) is all Transfer, Distribution, or Termination
Disbursement amounts that We previously paid for any
reason in the same calendar year in which this
Agreement is terminated and from the same pool of
Guaranteed Income Fund assets to which the GIA
belongs, and
(iii) is total assets on January 1 of the year in which (i) is
computed in the Guaranteed Income Fund pool to which
the GIA belongs.
If (i) plus (ii) exceeds ten percent (10%) of (iii), We may apply the following limitations:
(A) As of the Termination Disbursement Date, We will disburse an amount
equal to the greater of (a) or (b) as follows:
(a) is the difference between ten percent (10%) of (iii)
above, and (ii) above.
(b) is one-sixth (1/6) of the GIA value as of the Termination
Disbursement Date.
GA -2020 -GIF -FS -0805 4 Addend=457single_PRIAC_2020-GIF-FS-0805
25D-59
On each anniversary of the Termination Disbursement Date, We will
disburse assets remaining credited to the GIA in five (5) succeeding
annual installments as follows:
(1) The first installment is one-fifth (1/5) of the remaining
value of the GIA;
(2) The second installment is one-fourth (1/4) of the
remaining value of the GIA;
(3) The third installment is one-third (1/3) of the remaining
value of the GIA;
(4) The fourth installment is one-half (1/2) of the remaining
value of the GIA;
(5) The fifth installment is the remaining value of the GIA.
We will issue a written guarantee of the interest rate that We will credit
to the unpaid balance of the GIA. The interest rate will be an annual
rate and will not change during the life of the installment payment
period (the "Installment Period Rate").
Installment Period Rate = i -.56-i) where
(i) is the Declared Interest Rate applicable to the
Guaranteed Income Fund pool to which the GIA belongs
as of the Termination Date, defined under Section 5.2 of
the Base Agreement, and
(j) is the rate of credited interest as of the Termination Date
applicable to the Guaranteed Income Fund pool
established for the same period within the calendar year
in which the Termination Date occurs (the "New Rate").
We will ensure that the New Rate is determined on the
same basis as the Declared Interest Rate.
The Installment Period Rate will always be greater than or equal to the
Minimum Rate in effect during the semi-annual period in which the
Termination Date falls, as described in Section 1.3 hereunder. In
addition, We will continue to charge Expenses described in the
Expense Schedule. The maximum interest rate We will credit is equal
to the Declared Interest Rate.
Notwithstanding the preceding paragraphs of this Section 1.10(A), We
may disburse the remaining balance of the GIA at any time in a single
GA -2020 -GIF -FS -0805
25D-60
Addend=457single_PRIAC_2020-GIF-FS-0805
lump sum.
(B) Payment Over a Maximum Period of Ten Years. In lieu of the
installment payments under the preceding Section 1.10(A), You may
direct Us in writing to disburse the assets from the GIA in annual
installments over no more than ten (10) years from the Termination
Date. The initial disbursement will be on the first anniversary of the
Termination Date if that date is a normal business day for Us. If not,
the disbursement will be made on PRIAC's next normal business day.
Any subsequent disbursements will be made on each calendar year
anniversary of the Termination Date if that date is a normal business
day for Us. If not, the disbursement will be made on PRIAC's next
normal business day.
We will issue a written guarantee of the interest rate that We will credit
to the unpaid balance of the GIA. The interest rate will be an annual
rate and will not change during the life of the installment payment
period (the "Installment Period Rate").
Installment Period Rate = Declared Interest Rate as of the
Termination Date - 1 %
The Installment Period Rate will always be greater than or equal to
the Minimum Rate in effect during the semi-annual period in which
the Termination Date falls, as described in Section 1.3 hereunder. In
addition, We will continue to charge Expenses described in the
Expense Schedule.
The number of annual payments will be referred to as "N" where
N = 04) times 100 rounded up to the next integer
but N is not less than 1 or greater than 10,
j = the New Rate, and
i = the Declared Interest Rate as of the Termination Date.
Each disbursement will be an amount equal to 1/(N-t+l) times the
remaining value of the GIA, where t equals 1 for the first installment,
2 for the second installment, and so on until it equals N for the last
installment.
After the Termination Date and during any installment period described in this Section
1. 10, and as the Plan permits, We will continue to pay Distributions for retirement,
termination, death, disability, unforeseen emergency, or Distributions required by Code
_.._ section 401(x)(9). Also, after the Termination Date, as the Plan permits, Wewill .
GA -2020 -GIF -FS -0805
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Addend=457single_PRIAC_2020-GIF-FS-0805
continue to pay Transfers so long as:
(a) the GIA is part of the Plan's stable value investment
option and that investment option comprises at least one
other investment contract;
(b) amounts payable from investment contracts constituting
the Plan's stable value option are on a "last in, first out"
basis with all other investment contracts being used
before the GIA to pay Transfers, i.e., the value of each
of the other investment contracts that constitute the
Plan's stable value option must be $0 before a Transfer
is paid from the GIA and
(c) Transfers to a Competing Fund may be restricted in
accordance with Section 1.8 of the Addendum.
Notwithstanding the foregoing, as provided under Section 5.4(B) and (C) of the Base
Agreement, We will pay Termination Disbursements occurring as a result of the Plan's
termination or failure to meet the requirements of Code Section 457 in a single lump
sum payment, or as You and We mutually agree. We will also pay Termination
Disbursements occurring as a result of termination of this Agreement under Section
5.1(D) of the Base Agreement in a single lump sum payment.
1.11 TERMINATION OF GUARANTEED INCOME FUND INVESTMENT ADDENDUM.
We may terminate this Investment Addendum upon 90 days' advance notice if.
(i) We determine that the continued operation of the Guaranteed Income Fund is no
longer commercially desirable for the class of business to which this Agreement
belongs, and
(ii) We notify all investors belonging to the same class of business as this Agreement
and utilizing the Guaranteed Income Fund in writing that We are terminating the
Guaranteed Income Fund.
The following provisions apply as of the date We terminate the Guaranteed Income Fund
as provided above.
(A) We will not accept additional Deposits or Transfers into the GIA and
We will not make additional Transfers, Distributions, or Termination
Disbursements from the GIA, except as provided in (B) and (C) below.
(B) We will determine the amount of any outstanding Asset Charge
attributable to the GIA, as described in Section 1.4 of this Investment
Addendum and the Expense Schedule. We will withdraw the amount
from the GIA unless You agree to pay the Asset Charge, as described
GA -2020 -GIF -FS -0805 7 Addendum457single_PRIAC_2020-GIF-FS-0805
25D-62
in the Base Agreement.
(C) You may transfer the GIA balance in a lump sum to any other
investment option represented by an Investment Addendum under this
Agreement. We will disburse any remaining GIA balance in a lump
sum as You direct in writing. If You do not transfer the GIA balance to
another investment option under this Agreement, or otherwise direct Us
to disburse the balance, We will transfer the GIA balance to a non-
interest bearing account until such time as You transfer the GIA
balance to another investment option under this Agreement, or
otherwise direct Us to disburse the balance.
GA -2020 -GIF -FS -0805
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Addend=457single_PRIAC_2020-GIF-FS-0805
UNIVERSAL SEPARATE ACCOUNT E INVESTMENT ADDENDUM
1.1 Separate Account E, as referenced in this Addendum, is each pooled separate account
maintained by Prudential Retirement Insurance and Annuity Company (PRIAC) that is
described in the Appendix to this Addendum. We segregate Separate Account E assets
from PRIAC's other assets. Separate Account E assets are only subject to the claims of
investors participating in this Separate Account.
We maintain and operate Separate Account E in accordance with the following
paragraphs.
(A) INVESTMENTS. We invest Separate Account E assets as described in
the Appendix. We invest each separate account's assets primarily
either in
(a) publicly issued bonds or common stocks of domestic or
non -United States companies or other equity securities
of domestic or non -United States companies, or other
types of equity investments or debt types of investments,
(b) units of other separate accounts that We maintain or
(c) interests in other commingled investment funds that
invest primarily in either common stocks or other types
of equity investments or debt types of investments.
However, We may invest the assets in any investment that We deem to
be permissible under applicable law. We will invest or reinvest
Separate Account E assets at PRIAC's sole discretion. We will
credit/charge any income and any realized or unrealized gains or losses
under Separate Account E without regard to its other income, gains or
losses.
(B) SEPARATE ACCOUNT E EXPENSES. We may apply the following
expenses to Separate Account E assets.
(a) Separate Account Investment Management Fee. This
fee covers the investment management of Separate
Account E assets. In addition, it covers expenses and
taxes that We incur in establishing and maintaining each
investment vehicle under this Addendum. We will
determine this fee and apply it daily to all investors'
assets in Separate Account E. We allocate the fee based
on the value of each investor's share of Separate
Account E. The maximum aggregate annual rate of
Management Fee.will:not exceed one and three -fourth
GA -2020 -SAE -0805
25D-64
percent (1.75%).
(b) Other Separate Account Expenses. If applicable, We
will deduct the following expenses directly from
Separate Account E assets:
(i) brokerage commissions, transfer taxes
and other direct charges arising from the
purchase or sale of investments or futures
instruments under Separate Account E;
(ii) other taxes, charges or expenses directly
attributable to the operation of, or the
assets held in, Separate Account E; and
any expenses (including reasonable fees
and expenses for the time spent by
officers or employees of PRIAC) that We
incur in the course of litigation,
representation on any creditors'
committees, or any other action that We
determine is reasonably necessary or
required to preserve or enhance the value
of Separate Account assets.
(C) SEPARATE ACCOUNT E UNIT. We divide Separate Account E into
units of participation and We refer to each unit as a Separate Account E
Unit. When We accept Deposits or Transfers into Separate Account E,
We increase the number of Separate Account E Units. When We make
Transfers, Distributions or Termination Disbursements from Separate
Account E, We decrease the number of Separate Account E Units. We
determine the increase or decrease in the number of Separate Account
E Units by dividing (i) by (ii) where
(i) is the amount allocated to or withdrawn from Separate
Account E, and
(ii) is the then current Separate Account E Unit Value.
(D) SEPARATE ACCOUNT E UNIT VALUE. We determine a Separate
Account E Unit Value on each Valuation Date. The Unit Value is
equal to (i) divided by (ii) where
(i) is the Market Value of Separate Account E, and
(ii) is the total number of Separate Account E Units.
GA -2020 -SAE -0805 2
25D-65
The Separate Account E Unit Value on any date is equal to the amount
determined on the Valuation Date coinciding with or last preceding
such date.
(E) MARKET VALUE OF SEPARATE ACCOUNT E. We will determine
the Market Value of Separate Account E for each Valuation Date. On
any Valuation Date, We determine the Market Value under PRIAC's
established procedures for valuing assets.
1.2 VALUATION. The value of the Plan assets invested in Separate Account E is an amount
equal to (i) times (ii) where
(i) is the number of Separate Account E Accumulation
Units credited to the Plan under this Addendum, and
(ii) is the Separate Account E Accumulation Unit Value for
the Valuation Date.
(A) SEPARATE ACCOUNT E ACCUMULATION UNITS. When We
accept a Deposit or Transfer for the Plan into Separate Account E, We
credit the Plan with a number of Accumulation Units equal to (i)
divided by (ii) where
(i) is the Deposit or Transfer amount, and
(ii) is the Separate Account E Accumulation Unit Value as
of the Valuation Date on which We allocate the Deposit
or Transfer amount to Separate Account E.
When We make a Transfer, Distribution or Termination Disbursement
for.the Plan from Separate Account E, We debit the Plan by the number
of Separate Account E Accumulation Units equal to (i) divided by (ii)
where
(i) is the Transfer, Distribution or Termination
Disbursement amount, and
(ii) is the Separate Account E Accumulation Unit Value as
of the Valuation Date on which We make the Transfer,
Distribution or Termination Disbursement from
Separate Account E.
(B) SEPARATE ACCOUNT E ACCUMULATION UNIT VALUE. The
Separate Account E Accumulation Unit Value is the Separate Account
E Unit Value adjusted to reflect any applicable Asset Charge described
GA -2020 -SAE -0805
25D-66
in the Expense Schedule.
(C) VALUATION DATE. A Valuation Date will occur on each day that
We are open for business and an orderly financial market exists for
investment transactions. We base all transactions processed on a
Valuation Date on the value of Separate Account E investments as of
the close of the financial market's business day.
1.3 LIMITATIONS. We may apply the following limitations.
(A) We may delay any Transfer, Distribution, or Termination Disbursement
from Separate Account E for a period of up to thirty (30) days if there
is negative cash flow into Separate Account E and if We determine that
liquidating investments would adversely affect remaining investors in
Separate Account E. In determining whether there is negative cash
flow, We will consider all investors' assets in Separate Account E as of
the Valuation Date that applies to the Transfer, Distribution or
Termination Disbursement.
(B) We may defer Transfers, Distributions or Termination Disbursements
from Separate Account E under Section 3.3 of the Base Agreement if
We determine that the value of a Transfer, Distribution or Termination
Disbursement is not possible due to any of the following
circumstances:
(a) The New York Stock Exchange is closed, other than
customary weekend and holiday closings, or trading on
the New York Stock Exchange is restricted;
(b) An emergency exists as a result of which (i) disposal by
PRIAC of assets that are underlying investments for
Separate Account E is not reasonably practicable or (ii)
it is not reasonably practicable for PRIAC fairly to
determine the value of net assets in Separate Account E;
or
(c) Such other periods as the Securities and Exchange
Commission may by order permit for the protection of
security holders of a registered investment company that
is an underlying investment for Separate Account E.
(C) We may restrict a Distribution or Termination Disbursement of any
Transfers originally made to Separate Account E in accordance with
Section 1.8 of the Guaranteed Income Fund Investment Addendum
under this Agreement.
GA -2020 -SAE -0805
25D-67
1.4 TERMINATION OF SEPARATE ACCOUNT E. We may terminate Separate Account
E if
(a) We determine that the continued operation of Separate
Account E is no longer commercially desirable, and
(b) We notify all investors utilizing Separate Account E in
writing that We are terminating Separate Account E.
The following provisions apply as of the date We terminate Separate Account E.
(A) We will not accept additional Deposits or Transfers into Separate
Account E and We will not make additional Transfers, Distributions or
Termination Disbursements from Separate Account E, except as
provided in (B) and (C) below.
(B) We will determine the amount of any outstanding Separate Account E
Expenses, described in the preceding Section 1.1(B), and withdraw the
amount from Separate Account E. We will also determine the amount
of any outstanding Asset Charge attributable to Separate Account E
and described in the Expense Schedule. We will withdraw the amount
from Separate Account E unless You agree to pay the Asset Charge, as
provided under Section 4.6 of the Base Agreement.
(C) You may transfer the Plan assets invested in Separate Account E to any
other investment option represented by an Addendum under this
Agreement. We will disburse the remaining value of the Plan assets
invested in Separate Account E as You direct in writing.
GA -2020 -SAE -0805
25D-68
UNIVERSAL SEPARATE ACCOUNT E APPENDIX
This Appendix references each Separate Account that We offer under the Universal Separate
Account E Investment Addendum as follows:
Separate
Separate
Investments
Account
Account Name
SA -11
Core Bond/PIM Fund
Fund of funds invested in high-quality
domestic fixed income securities
SA -12
Core Bond Enhanced Index/PIM Fund
Invested in a portfolio of fixed income
securities that mirrors the composition
of the Barclays Capital U.S.
Aggregate Bond Index
SA -14
Investment Grade Corporate
Invested in investment grade, publicly
Bond/PIM Fund
traded U.S. dollar-denominated
corporate bonds
SA -15
Corporate Bond/PIM Fund
Invested in publicly traded U.S.
dollar-denominated corporate bonds
SA -16
High Grade Bond/GSAM Fund
Invested in investment grade,
publicly -traded U.S. and non -U.S.
dollar-denominated government and
corporate fixed income securities
SA -18
Core Plus Bond/Reams Fund
Invested primarily in high-quality
U.S. and non -U.S. government and
corporate fixed income securities
SA -55A
Fidelity Advisor Growth
Wholly invested in the Fidelity
Opportunities Account (Class T
Advisor Growth Opportunities Fund, a
Shares)
mutual fund
SA -55B
Fidelity Advisor Balanced Account
Wholly invested in the Fidelity
(Class T Shares)
Advisor Balanced Fund, a mutual
fund
SA -55C
Fidelity Advisor Value Strategies
Wholly invested in the Fidelity
Account (Class T Shares)
Advisor Value Strategies Fund, a
mutual fund
SA -55E
Credit Suisse Large Cap Blend II
Wholly invested in the Credit Suisse
(A Shares)
Large Cap Blend II, a mutual fund
SA -55F
Aberdeen International Equity Fund
Wholly invested in the Aberdeen
(Class R)
International Equity Fund, a mutual
fund
SA -SSG
Credit Suisse Large Cap Blend III (A
Wholly invested in the Credit Suisse
Shares)
Large Cap Blend III, a mutual fund
GA -2020 -SAE -0805
25D-69
Separate
Separate
Investments
Account
Account Name
SA -55I
Fidelity Advisor Equity Growth Fund
Wholly invested in the Fidelity
Advisor Equity Growth Fund, a
mutual fund
SA -55J
Invesco Diversified Dividend Fund
Wholly invested in the Invesco
(Investor Shares)
Diversified Dividend Fund, a mutual
fund
SA -55K
Balanced Fund I/Wellington
Invested in a combination of equity
Management Fund
and fixed income securities
SA -55M
Fidelity Disciplined Equity Account
Wholly invested in the Fidelity
Disciplined Equity Fund, a mutual
fund
SA -55N
Fidelity Contrafund® Account
Wholly invested in the Fidelity
Contrafund®, a mutual fund
SA -55P
Fidelity Equity -Income II Account
Wholly invested in the Fidelity
Equity -Income II Fund, a mutual fund
SA -55Q
Fidelity Puritan® Account
Wholly invested in the Fidelity
Puritan® Fund, a mutual fund
SA -55R
Fidelity Growth & Income Account
Wholly invested in the Fidelity
Growth & Income Portfolio, a mutual
fund
SA -55S
Credit Suisse Large Cap Blend I (A
Wholly invested in the Credit Suisse
Shares)
Large Cap Blend I, a mutual fund
SA -55W
American Century Heritage Account
Wholly invested in the American
(Investor Shares)
Century Heritage Fund, a mutual fund
SA -55X
American Century Ultra Account
Wholly invested in the American
(Investor Shares)
Century Ultra Fund (Investor Shares),
a mutual fund
SA -55Y
Fidelity Magellan® Account
Wholly invested in the Fidelity
Magellan® Fund, a mutual fund
SA -55Z
Fidelity Asset Manager(SM) 50%
Wholly invested in the Fidelity Asset
Fund
Manager 50% Fund, a mutual fund
SA-5AC
American Century Equity Income
Wholly invested in the American
Fund (Investor Shares)
Century Equity Income Fund, a
mutual fund
GA -2020 -SAE -0805
25D-70
Separate
Separate
Investments
Account
Account Name
SA-5AE
American Century Real Estate Fund
Wholly invested in the American
(Class A)
Century Real Estate Fund, a mutual
fund
SA-5AL
SA/Alger Mid Cap Growth Strategy
Invested primarily in equity securities
of U.S. and non-U.S. mid-sized
companies
SA-5AM
SA/Alger Mid Cap Growth Strategy II
Invested in units of PRIAC separate
account SA-5AL
SA-5AR
American Century Real Estate Fund
Wholly invested in the American
(Investor Shares)
Century Real Estate Fund, a mutual
fund
SA-5AS
SA/Invesco Small Cap Growth
Invested primarily in equity securities
Strategy
of U.S. small -sized corporations
SA-5BY
Invesco Charter Account (A Share)
Wholly invested in the Invesco
Charter Fund, a mutual fund
SA-5CS
Cohen & Steers Realty Income Fund
Wholly invested in the Cohen &
(Class I Shares)
Steers Realty Income Fund, a mutual
fund
SA-5CV
Calvert Equity Portfolio
Wholly invested in the Calvert Equity
Portfolio, a mutual fund
SA-5CX
Invesco Constellation Fund (A Share)
Wholly invested in the Invesco
Constellation Fund, a mutual fund
SA-5DH
Diamond Hill Small Cap Fund (Class
Wholly invested in the Diamond Hill
A Shares)
Small Cap Fund, a mutual fund
SA-5DW
SA/Janus Fund's Strategy
Invested primarily in equity securities
of U.S. and non-U.S. corporations
SA-5DX
Janus Fund (S Shares)
Wholly invested in the Janus Fund - S
Shares, a mutual fund
SA-5DZ
SA/Janus Balanced Strategy
Invested in equity and debt securities
of U.S. and non-U.S. corporations
SA -5E1
Lazard U.S. Strategic Equity Portfolio
Wholly invested in the Lazard U.S.
(Open Shares)
Strategic Equity Portfolio of the
Lazard Funds, Inc., a mutual fund
GA -2020 -SAE -0805
25D-71
Separate
Separate
Investments
Account
Account Name
SA -5E2
Lazard International Equity Account
Wholly invested in the Lazard
(Open Shares)
International Equity Portfolio of the
Lazard Funds, Inc., a mutual fund
SA -5E3
Lazard U.S. Small -Mid Cap Equity
Wholly invested in the Lazard U.S.
(Open Shares)
Small -Mid Cap Equity Portfolio of the
Lazard Funds, Inc., a mutual fund
SA -5E4
Lazard U.S. Mid Cap Equity (Open
Wholly invested in the Lazard Mid
Shares)
Cap Portfolio of the Lazard Funds,
Inc., a mutual fund
SA-5EL
Large -Cap Value / Eaton Vance Fund
Invested in a portfolio of individual
securities
SA-5EV
Janus Worldwide Fund (T Shares)
Wholly invested in the Janus
Worldwide Fund, T Shares, a mutual
fund
SA-5EW
Janus Worldwide Fund (Class S
Wholly invested in the Janus
Shares)
Worldwide Fund - S Shares, a mutual
fund
SA -5171
Janus Forty Fund (A Shares)
Wholly invested in the Janus Adviser
Forty Fund, a mutual fund
SA -5172
Janus Forty Fund (R Shares)
Wholly invested in the Janus Adviser
Forty Fund, a mutual fund
SA-5FU
Old Mutual Focused Fund (Class Z
Wholly invested in the Old Mutual
Shares)
Focused Fund, a mutual fund
SA -517V
American Century Ultra (A Shares)
Wholly invested in the American
Century Ultra Fund, a mutual fund
SA-5GF
Franklin Balance Sheet Investment
Wholly invested in the Franklin
Fund (Class A Shares)
Balance Sheet Investment Fund, a
mutual fund
SA-5GI
Goldman Sachs High Yield Fund
Wholly invested in the Goldman
(Class I Shares)
Sachs High Yield Fund, a mutual fund
SA-5GM
B1ackRock Global SmallCap Fund,
Wholly invested in the B1ackRock
Inc. (Investor A Shares)
Global SmallCap Fund, Inc., a mutual
fund
SA-5GN
B1ackRock Global SmallCap Fund,
Wholly invested in the B1ackRock
Inc. (Class R Shares)
Global SmallCap Fund, Inc., a mutual
fund
SA-5GS
Goldman Sachs Small Cap Value
Wholly invested in the Goldman
Fund (Class A Shares)
Sachs Small Cap Value Fund, a
mutual fund
GA -2020 -SAE -0805
25D-72
Separate
Separate
Investments
Account
Account Name
SA-5GT
SA/Templeton Growth Strategy
Invested primarily in equity securities
of U.S. and non -U.S. corporations
SA-5GV
Goldman Sachs Small Cap Value
Wholly invested in the Goldman
Fund (Institutional Class)
Sachs Small Cap Value Fund, a
mutual fund
SA-5GY
Goldman Sachs High Yield Fund
Wholly invested in the Goldman
(Class A Shares)
Sachs High Yield Fund, a mutual fund
SA-51IS
SA/Templeton Foreign Strategy
Invested primarily in equity securities
of non -U.S. corporations
SA-5HW
Hotchkis and Wiley Large Cap Value
Wholly invested in the Hotchkis and
Fund (Class A Shares)
Wiley Large Cap Value Fund, a
mutual fund
SA -512
QMA Small Cap Blend Enhanced
Invested primarily in QMA U.S.
Index Fund
Small Cap Equity Fund of the
Prudential Trust Company Collective
Trust, a collective trust fund
SA-5IB
QMA International Developed
Invested primarily in The Prudential
Markets Index Fund
Insurance Company of America
Variable Investment Account -16
SA-5JR
Dreyfus Equity Growth Fund (A
Wholly invested in the Dreyfus Equity
Shares)
Growth Fund, a mutual fund
SA-5KI
Invesco Basic Balanced Fund
Underlying mutual fund sponsored
(Investor Shares)
and advised by Invesco
SA-5KQ
Dreyfus Lifetime Growth & Income
Wholly invested in the Dreyfus
Fund (Investor Class)
Lifetime Growth & Income Fund, a
mutual fund
SA -5L1
Invesco Technology Fund (Investor
Wholly invested in the Invesco
Share)
Technology Fund - Investor Share, a
mutual fund
SA-5LA
Lord Abbett Affiliate Fund (Class P
Wholly invested in the Lord Abbett
Shares)
Affiliated Fund, a mutual fund
GA -2020 -SAE -0805
25D-73
Separate
Separate
Investments
Account
Account Name
SA-5LS
Lord Abbett Small Cap Blend Fund
Folly invested in the Lord Abbett
(Class P Shares)
Small Cap Blend Fund, a mutual fund
SA -5M1
INVESCO U.S. Mid Cap Value
Wholly invested in the MSIF Trust
Portfolio (A Share)
Mid Cap Value Portfolio, a mutual
fund
SA-5MI
MFS International Growth Fund
Wholly invested in the MFS
(Class A Shares)
International Growth Fund, a mutual
fund
SA-5MN
Neuberger & Berman Guardian
Wholly invested in the Neuberger &
Account Trust Class
Berman Guardian Trust Class, a
mutual fund
SA-5MV
Marshall Mid -Cap Value Fund
Wholly invested in the Marshall Mid -
(Investor Shares)
Cap Value Fund, a mutual fund
SA -5N1
AllianceBemstein Balanced Shares
Wholly invested in the
Fund (Class A Shares)
AllianceBernstein Balanced Shares
Fund, a mutual fund
SA -5N2
AllianceBernstein Growth & Income
Wholly invested in the
Fund (Class A Shares)
AllianceBemstein Growth & Income
Fund, a mutual fund
SA -5N8
AllianceBemstein Global Value Fund
Wholly invested in the
(Class A Shares)
AllianceBernstein Global Value Fund,
a mutual fund
SA-5NA
AllianceBemstein International Value
Wholly invested in the
Fund (Class R Shares)
AllianceBemstein International Value
Fund, a mutual fund
SA-5NM
Neuberger Berman Partners Fund
Wholly invested in the Neuberger &
Trust Class
Berman Partners Fund Trust Class, a
mutual fund
SA-5NN
AllianceBemstein International Value
Wholly invested in the
Fund (Class K Shares)
AllianceBemstein International Value
Fund, a mutual fund
SA-5NV
Columbia International Value Fund
Wholly invested in the Columbia
(Class A)
International Value Fund, a mutual
fund
SA-5NY
SA/Davis New York Venture Strategy
Invested primarily in equity securities
of U.S. and non -U.S. large-sized
corporations
GA -2020 -SAE -0805
25D-74
Separate
Separate
Investments
Account
Account Name
SA -501
Oakmark Select Fund (Class I Shares)
Wholly invested in the Oakmark
Select Fund, a mutual fund
SA -502
Oakmark Select Fund (Class II
Wholly invested in the Oakmark
Shares)
Select Fund, a mutual fund
SA -503
SA/Oakmark Equity & Income
Invested primarily in equity and fixed
Strategy
income securities
SA -504
SA/Oakmark Equity & Income
Invested in units of PRIAC separate
Strategy II
account SA -503
SA-5OD
Oppenheimer Developing Markets
Wholly invested in the Oppenheimer
Fund (Class A Shares)
Developing Markets Fund, a mutual
fund
SA-5OG
SA/OFII Global Strategy
Invested primarily in equity securities
of U.S. and non -U.S. corporations
SA-5OP
SA/OFII Capital Appreciation
Invested primarily in equity securities
Strategy
of U.S. and non -U.S. corporations
SA-5OS
Oppenheimer Small & Mid -Cap
Wholly invested in the Oppenheimer
Value Fund (Class A Shares)
Small & Mid Cap Value Fund, a
mutual fund
SA-5PM
Pioneer Mid Cap Value Fund (Class A
Wholly invested in the Pioneer Mid
Shares)
Cap Value Fund, a mutual fund
SA-5PV
Pioneer Mid Cap Value Fund (Class R
Wholly invested in the Pioneer Mid
Shares)
Cap Value Fund, a mutual fund
SA-5QJ
Invesco Dynamics Fund (Investor
Wholly invested in the Invesco
Share)
Dynamics Fund, a mutual fund
SA-5RH
Fidelity Advisor Equity Income
Wholly invested in the Fidelity
Account (Class T Shares)
Advisor Equity Income Fund, a
mutual fund
SA -5S1
SA/Wells Fargo Small Cap Value
Invested in units of PRIAC separate
Strategy II
account SA -5S2
SA -5S2
SA/Wells Fargo Small Cap Value
Invested primarily in common stocks
Strategy '
and other equity -related securities
GA -2020 -SAE -0805
25D-75
Separate
Separate
Investments
Account
Account Name
SA -5S3
Wells Fargo Advantage Opportunity
Wholly invested in the Wells Fargo
Fund (Investor Shares)
Advantage Opportunity Fund, a
mutual fund
SA -5S4
Wells Fargo Advantage Opportunity
Wholly invested in the Wells Fargo
Fund (Class A Shares)
Advantage Opportunity Fund, a
mutual fund
SA -5T1
T. Rowe Price Blue Chip Growth
Wholly invested in the T.Rowe Price
Fund (Advisor Shares)
Blue Chip Growth Fund, a mutual
fund
SA -5T2
SANT. Rowe Price Equity Income
Invested primarily in equity securities
Strategy
of established U.S. companies
SA -5T3
T. Rowe Price Small Cap Stock Fund-
Wholly invested in the T.Rowe Price
(Advisor Shares)
Small Cap Stock Fund, a mutual fund
SA -5T4
T. Rowe Price Blue Chip Growth
Wholly invested in the T. Rowe Price
Fund (R Shares)
Blue Chip Growth Fund, a mutual
fund
SA -5T5
SANT. Rowe Price Equity Income
Invested in units of PRIAC separate
Strategy II
account SA -5T2
SA -5T6
SA/T. Rowe Price Growth Stock
Invested in common stocks and other
Strategy
equity -related securities
SA -5T7
SANT. Rowe Price Growth Stock
Invested in units of PRIAC separate
Strategy II
account SA -5T6
SA-5TE
Prudential TIPS Enhanced Index Fund
Invested primarily in Prudential
Inflation Protected Securities Fund of
the Prudential Trust Company
Collective Trust, a collective trust
fund
SA-5TG
Thornburg Core Growth Fund (R3
Wholly invested in the Thornburg
Shares)
Core Growth Fund, a mutual fund
GA -2020 -SAE -0805
25D-76
Separate
Separate
Investments
Account
Account Name
SA -5TH
Thornburg International Value Fund
Wholly invested in the Thornburg
(Class R3 Shares)
International Value Fund, a mutual
fund
SA-5TM
Turner Mid Cap Growth Fund (Class I
Wholly invested in the Turner Mid
Shares)
Cap Growth Fund, a mutual fund
SA -5V2
Vanguard® Wellington Account
Wholly invested in the Vanguard®
(AdmiralTM Shares)
Wellington Fund, a mutual fund
SA -5V3
Vanguard®Growth and Income
Wholly invested in the Vanguard®
Account (AdmiralTM Shares)
Growth and Income Fund, a mutual
fund
SA -5V4
Vanguard® Balanced Index Account
Wholly invested in Vanguard®
(AdmiralTM Shares)
Balanced Index Fund, a mutual fund
SA-5VD
Victory Diversified Stock Fund
Wholly invested in Victory
(Class A Shares)
Diversified Stock Fund, a mutual fund
SA-5Wl
SA/Waddell & Reed Accumulative
Invested primarily in equity securities
Strategy
of U.S. corporations
SA -5W2
Ivy Small Cap Growth Fund (Class Y
Wholly invested in the Ivy Small Cap
Shares)
Growth Fund, a mutual fund
SA -5W3
Waddell & Reed Advisors Science &
Folly invested in the Waddell &
Technology Fund (Class A Shares)
Reed Advisors Science and
Technology Fund,a mutual fund
SA -5X1
American Century International
Wholly invested in the American
Growth Account (Investor Shares)
Century International Growth Fund, a
mutual fund
SA -5X2
Manning & Napier Pro -Blend
Wholly invested in the Manning &
Moderate Term Series Class S
Napier Pro -Blend Moderate Term
Fund, a mutual fund
SA -5X3
Manning & Napier Pro -Blend
Wholly invested in the Manning &
Extended Term Series Class S
Napier Pro -Blend Extended Term
Fund, a mutual fund
SA -5X4
Manning & Napier Pro -Blend
Wholly invested in the Manning &
Conservative Term Series Class S
Napier Pro -Blend Conservative Term
Fund, a mutual fund
GA -2020 -SAE -0805
25D-77
Separate
Separate
Investments
Account
Account Name
SA -5X5
Manning & Napier Pro -Blend
Wholly invested in the Manning &
Maximum Term Series Class S
Napier Pro -Blend Maximum Term
Fund, a mutual fund
SA -9V
Large Cap Blend/Victory Fund
Invested in common stocks and other
equity -related securities
SA -9W
Large Cap Blend/AJO Fund
Invested in common stocks and other
equity -related securities
SA-AI2
International Blend / Artio II
Invested primarily in equity -related
securities of non -U.S. companies
SA -B
Dryden S&P 5000 Index Fund
Invested in a portfolio of common
stocks that mirrors the composition of
the S&P 5009) Index
SA-B2F
Balanced/Turner Investment Partners,
Invested in units of other PRIAC
PIM Fund
separate accounts that invest in
domestic equity, fixed income and
cash equivalent instruments
SA -13417
Balanced/Wellington Mgmt., PIM
Invested in units of other PRIAC
Fund
separate accounts that invest in
domestic equity, fixed income and
cash equivalent instruments
SA-B5F
Balanced Growth / American Century,
Invested in equity and fixed income
GSAM Fund
securities
SA -13172
Balanced/Turner Investment Partners,
Invested in units of other PRIAC
PIM Fund
separate accounts that invest in
domestic equity, fixed income and
cash equivalent instruments
SA-BF3
Balanced/Dresdner RCM Fund
Invested in equity and fixed income
securities
SA-BF4
Balanced/Wellington Mgmt., PIM
Invested in units of other PRIAC
Fund
separate accounts that invest in
domestic equity, fixed income and
cash equivalent instruments
GA -2020 -SAE -0805
25D-78
Separate
Separate
Investments
Account
Account Name
SA-BF5
Balanced Growth / American Century,
Invested in units of other PRIAC
GSAM Fund
separate accounts that invest in equity
and fixed income securities
International Blend / AQR
Invested in common stocks and other
SA-BIA
equity -related securities of non -U.S.
companies
SA -BSC
Small Cap Value / American Century
Invested in common stocks and other
Fund
equity -related securities
SA -BSS
Prudential IncomeFlex Select
Units of other PRIAC separate
EasyPath Balanced Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -CG
Large Cap Growth/Goldman Sachs
Invested in common stocks and other
Fund
equity -related securities
SA -CII
Bache Commodities Total Return
Invested primarily in commodities and
Fund
US Treasury securities
SA -CPP
Core Plus Bond/PIMCO Fund
Invested in a diversified portfolio of
fixed income securities
SA -CSF
High Yield Bond/Caywood-Scholl
Invested in a diversified portfolio of
Fund
high -yield fixed income securities
SA -CV
Large Cap Value/AJO Fund
Invested in common stocks and other
equity -related securities
SA -EMG
QMH' Emerging Markets Fund
Invested in equity securities of
emerging market countries
GA -2020 -SAE -0805
25D-79
Separate
Separate
Investments
Account
Account Name
SA-FTF
Small Cap Growth/TimesSquare Fund
Invested in common stocks and other
equity -related securities
SA-GB1
Government Securities/PIM Fund
Invested in debt Securities guaranteed
or otherwise backed by the U.S.
Government
SA -I
Dryden International Equity Fund
Invested in common stock and other
equity -related securities of non -U.S.
companies
SA -I132
International Blend/Pictet Asset
Invested in common stock and other
Management Fund
equity -related securities of non -U.S.
companies
SA-IBT
International Blend/Thomburg Fund
Invested in common stock and other
equity -related securities of non -U.S.
companies
SA-IE2
International Blend/Artio Fund
Invested primarily in securities of
non -U.S. companies
SA-IG2
International Growth/ Artisan Partners
Invested primarily in common stocks
Fund
and other equity -related securities
SA-IVI
International Value/LSV Asset
Invested in common stocks and other
Management Fund
equity -related securities
SA405
Target Milestones 2005 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
GA -2020 -SAE -0805
25D-80
Separate
Separate
Investments
Account
Account Name
SA -J10
Target Milestones 2010 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA415
Target Milestones 2015 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA420
Target Milestones 2020 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA425
Target Milestones 2025 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
GA -2020 -SAE -0805
25D-81
Separate
Separate
Investments
Account
Account Name
SA430
Target Milestones 2030 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA435
Target Milestones 2035 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA440
Target Milestones 2040 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA445
Target Milestones 2045 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
GA -2020 -SAE -0805
25D-82
Separate
Separate
Investments
Account
Account Name
SA450
Target Milestones 2050 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA455
Target Milestones 2055 Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -JIT
Target Milestones Income Fund
Units of other PRIAC separate
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -LI
Lifetime Aggressive Growth Fund"
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
80% in common stock and other
equity investments
20% in debt es of investments
GA -2020 -SAE -0805
25D-83
Separate
Separate
Investments
Account
Account Name
SA -L2
Lifetime Growth Fund**
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
70% in common stock and equity
investments
30% in debt types of investments
SA -L3
Lifetime Balanced Fund**
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
65% in common stock and other
equity investments
35% in debt types of investments
SA -L4
Lifetime Conservative Growth
Invested in units of other PRIAC
Fund**
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
55% in common stock and other
equity investments
45% in debt types of investments
SA -L5
Lifetime Income & Equity Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or fixed
income investments
GA -2020 -SAE -0805
25D-84
Separate
Separate
Investments
Account
Account Name
SA -L9
Prudential/Lazard Lifestyle20 Fund"
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
35% in common stock and other
equity investments
65% in debt types of investments
SA-LB3
Large Cap Blend Enhanced Index/QM
Invested primarily in common stock
Fund
and other equity -related securities
SA-LB4
QMA US Broad Market Index Fund
Invested primarily in common stock
and other -equity -related securities
SA-LC2
Large Cap Growth/ Turner Investment
Invested in common stocks and other
Partners Fund
equity -related securities
SA -LDC
Prudential Long Duration Corporate
Invests in a diversified portfolio of
Bond Fund
fixed income securities
SA-LG3
Large Cap Growth / American
Invested in common stocks and other
Century
equity -related securities
SA-LG5
Large Cap Growth/Neuberger Berman
Invested in common stocks and other
eq ui -related securities
SA-LG6
Large Cap Growth/Jennison Fund
Invested primarily in equity and
equity -related securities of large-sized
companies
SA -LPO
Retirement Goal Income Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or fixed
income investments
GA -2020 -SAE -0805
25D-85
Separate
Separate
Investments
Account
Account Name
SA -LPI
Retirement Goal 2010 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or fixed
income investments
SA-LP2
Retirement Goal 2020 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or fixed
income investments
SA-LP3
Retirement Goal 2030 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or fixed
income investments
SA-LP4
Retirement Goal 2040 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or fixed
income investments
SA-LP5
Retirement Goal 2050 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or fixed
income investments
SA -LSO
Retirement Goal Income Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or fixed
income investments
GA -2020 -SAE -0805
25D-86
Separate
Separate
Investments
Account
Account Name
SA -LS 1
Retirement Goal 2010 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
SA-LS2
Retirement Goal 2020 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
SA-LS3
Retirement Goal 2030 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
SA-LS4
Retirement Goal 2040 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
SA-LS5
Retirement Goal 2050 Fund
Invested in units of other PRIAC
separate accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments
SA-LV3
Large Cap Value Fund (sub -advised
Invested in common stocks and other
by Wellington Management)
equity -related securities
SA-LV4
Large Cap Value/Barrow Hanley
Invested in common stocks and other
Fund
equity -related securities
SA-LV5
Large Cap Value/LSV Asset
Invested in equity securities of large
Management Fund
capitalization corporations
GA -2020 -SAE -0805
25D-87
Separate
Separate
Investments
Account
Account Name
SA-LV7
Large Cap Value / The Boston
Invested primarily in common stocks
Company Fund
and other equity -related securities
SA-MB4
Mid Cap Blend Enhanced Index/QM
Invested primarily in common stocks
Fund
and other equity -related securities
SA -MCG
Mid Cap Blend/Batterymarch Fund
Invested in common stocks and other
equity -related securities
SA -MGI
Mid Cap Growth/Artisan Partners
Invested in common stocks and other
Fund
equity -related securities
SA-MG3
Mid Cap Growth/fimesSquare Fund
Invested in securities of mid -cap
corporations rated at the time of
purchase
SA-MG4
Mid Cap Growth/Goldman Sachs
Invested primarily in equity and
Fund
equity -related securities of mid-sized
companies
SA-MG5
Mid Cap Growth/Frontier Capital
Invested primarily in equity and
Fund
equity -related securities of mid-sized
companies
SA-MG6
Mid Cap Growth/Westfield Capital
Invested primarily in equity and
Fund
equity -related securities of mid-sized
companies
SA -MVI
Mid Cap Value Fund (sub -advised by
Invested in common stocks and other
Wellington Management)
equity -related securities
SA-MV2
Mid Cap Value/Cooke & Bieler Fund
Invested primarily in equity and
equity -related securities of mid-sized
companies
SA-MV3
Mid Cap Value/CRM Fund
Invested primarily in equity and
equity -related securities of mid-sized
companies
SA-MV4
Mid Cap Value/Integrity Fund
Invested primarily in equity and
equity -related securities of mid-sized
companies
GA -2020 -SAE -0805
r ::
Separate
Separate .
Investments
Account
Account Name
SA-MV5
Mid Cap Value / Columbia Fund
Invested primarily in common stocks
of mid-sized companies
SA-MV6
Mid Cap Value/Systematic Fund
Invested primarily in common stocks
of mid-sized companies
SA -RFI
Morally Responsible Core Plus
Invested in a broad array of fixed
Bond/PIMCO Fund
income securities
SA-RLG
Morally Responsible Large Cap
Invested primarily in equity and
Growth/Turner Fund
equity -related securities of large-sized
companies
SA-RLV
Morally Responsible Large Cap
Invested primarily in equity and
Value/AJO Fund
equity -related securities of large-sized
companies
SA -SBI
Small Cap Blend/WHV Fund
Invested in common stocks and other
equity -related securities
SA-SB3
Jennison Small Cap Core Equity
Invested primarily in common stocks
of small sized companies
SA -SCS
Prudential IncomeFlex Select
Units of other PRIAC separate
EasyPath Conservative Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA-SG3
Small Cap Growth / The Boston Co.
Invested in common stocks and other
Fund
equity -related securities
SA-SG5
Small Cap Growth/Essex Fund
Invested in common stocks and other
equity -related securities
GA -2020 -SAE -0805
25D-89
Separate
Separate
Investments
Account
Account Name
SA-SG6
Small Cap Growth/EIM Fund
Invested primarily in equity related
securities of small -sized companies
SA-SG7
Small Cap Growth/Columbus Circle
Invested in common stocks and other
Fund
equity related securities
SA-SG8
Small Cap Growth/Turner Fund
Invested in common stocks and other
equity related securities
SA-SGI
TimesSquare Small Cap Growth
Underlying mutual fund sponsored by
(Institutional Shares)
CIGNA and advised by TimesSquare
Capital Management, LLC
SA -SGP
TimesSquare Small Cap Growth
Underlying mutual fund sponsored by
(Premier Shares)
CIGNA and advised by TimesSquare
Capital Management, LLC
SA -SMS
Prudential IncomeFlex Select
Units of other PRIAC separate
EasyPath Moderate Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA-SV2
Small Cap Value/TS&W Fund
Invested in common stocks and other
equity -related securities
SA-SV3
Small Cap Value/Kennedy Capital
Invested in common stocks and other
Fund
equity -related securities
SA-SV4
Small Cap Value / TBCAM
Invested in common stocks and other
equity -related securities
SA-SV5
Small Cap Value/Integrity Fund
Invested in common stocks and other
equity -related securities
SA-SV6
Small Cap Value/Opus Capital Fund
Invested in common stocks and other
equity -related securities
SA-SV7
Small Cap Value / AmCent II
Invested in common stocks and other
equity -related securities
GA -2020 -SAE -0805
25D-90
Separate
Separate
Investments
Account
Account Name
SA-SV8
Small Cap ValueNictory Fund
Invested in common stocks and other
equity -related securities
SA -T10
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2010 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -T15
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2015 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -T20
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2020 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -T25
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2025 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
GA -2020 -SAE -0805
25D-91
Separate
Separate
Investments
Account
Account Name
SA -T30
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2030 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -T35
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2035 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -T40
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2040 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -T45
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2045 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -T50
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2050 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
GA -2020 -SAE -0805
25D-92
Separate
Separate
Investment's
Account
Account Name
SA -T55
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2055 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -T60
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath 2060 Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
SA -TBS
Prudential IncomeFlex Target
Units of other PRIAC separate
EasyPath Balanced Fund
accounts or interests in other
commingled investment funds that
invest primarily in either common
stocks or other types of equity or debt
investments with some investments in
non-traditional asset classes such as
commodities and real estate
Additional information regarding these Account(s) is available upon request.
"Please note that percentages listed under Investments are based on estimates We use for
illustrative purposes and do not necessarily reflect the actual allocation as of the Effective Date
of the Agreement or any prospective date. We can provide You additional information regarding
current percentages that apply to these funds.
GA -2020 -SAE -0805
25D-93
25D-94